Climb Global Solutions Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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FORM 8-K

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Pursuant to Section 13 or 15(d) of the

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Date of Report (Date of earliest event reported): April 15, 2025

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(Exact name of registrant as specified in its charter)

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(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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Securities registered pursuant to Section 12(b) of the Act:

 

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company       ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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On April 15, 2025, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Climb Global Solutions, Inc. (the “Company”) increased the size of the Board to seven members and elected Paul Giovacchini to the Board to fill the vacancy created by such increase, effective April 21, 2025. 

 

As compensation for his service on the Board, Mr. Giovacchini will receive the Company’s standard compensation for non-employee directors. There are no arrangements or understandings between Mr. Giovacchini and any other persons pursuant to which he was elected as a director.  There are no familial relationships between Mr. Giovacchini and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.  Mr. Giovacchini has no direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with his appointment to the Board, Mr. Giovacchini will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the Securities and Exchange Commission on May 5, 2017.  Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Giovacchini for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as a director of the Company.

 

Item 7.01    Regulation FD Disclosure.

 

On April 21, 2025, the Company issued a press release announcing the appointment of Mr. Giovacchini to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information contained in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

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(d) Exhibits.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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