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    Climb Global Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/4/25 2:58:29 PM ET
    $CLMB
    Retail: Computer Software & Peripheral Equipment
    Technology
    Get the next $CLMB alert in real time by email
    clmb20250603c_8k.htm
    false 0000945983 0000945983 2025-06-03 2025-06-03
     ​


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     ​
     ​

     
    FORM 8-K
     ​

     ​
    CURRENT REPORT
     ​
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
     ​
    Date of Report (Date of earliest event reported): June 3, 2025
     ​

     ​
    CLIMB GLOBAL SOLUTIONS, INC.
    (Exact name of registrant as specified in its charter)
     ​

     ​
    Delaware
    000-26408
    13-3136104
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)
    (IRS Employer
    Identification No.)
     ​
    ​
    ​
    ​
    4 Industrial Way West, Suite 300,
    Eatontown, New Jersey
    ​
    ​07724
    (Address of principal executive offices)
    ​
    (Zip Code)
     ​
    732-389-0932
    (Registrant’s telephone number, including area code)
     ​
    Not applicable
    (Former name or former address, if changed since last report)
     ​

     ​
    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):
     ​
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     ​
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     ​
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     ​
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     ​
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
     
    Trading Symbol
     
    Name of each exchange on which registered
    Common stock, $.01 par value
    ​
    CLMB
    ​
    The Nasdaq Global Market
     ​
    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).
     ​
    Emerging growth company       ☐
     ​
    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. ☐
     


     ​
     

     
     
    Item 5.07 Submission of Matters to a Vote of Security Holders.
     
    Climb Global Solutions, Inc. (the “Company”) held the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) on June 3, 2025. At the 2025 Annual Meeting, 3,434,788 shares of the Company’s common stock were represented either in person or by proxy, which is equal to 74.92% of the Company’s issued and outstanding common stock as of the record date. At the 2025 Annual Meeting, the Company’s stockholders (i) elected the five nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; (iii) took an advisory vote on the frequency of future advisory votes on executive compensation, with the majority preferring that such advisory vote take place annually; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.
     
    Proposal 1: Election of Directors — The final number of votes for, withheld or abstained from voting and broker-non-votes were as follows:
     
                     
    Nominee
     
    Votes For
     
    Votes Withheld
     
    Votes Abstained
     
    Broker Non-Votes
    John McCarthy
      2,551,525  
    58,294
     
    -
     
    824,969
    Andy Bryant
      2,477,187  
    132,632
     
    -
     
    824,969
    Dale Foster
     
    2,561,133
     
    48,686
     
    -
     
    824,969
    Gerri Gold
     
    2,535,823
     
    73,996
     
    -
     
    824,969
    Paul Giovacchini
     
    2,571,526
     
    38,293
     
    -
     
    824,969
                     
     
    Proposal 2: Advisory Resolution to Approve Compensation of the Company’s Named Executive Officers— The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:
     
                   
    Votes For
     
    Votes Against
     
    Votes Abstained
     
    Broker Non-Votes
     
    2,537,552
     
    63,322
     
    8,945
      824,969  
     
    Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation— The final number of votes cast for once every year, once every two years, once every three years or abstaining from voting and broker non-votes were as follows:
     
                       
    One Year
     
    Two Years
     
    Three Years
      Votes Abstained  
    Broker Non-Votes
     
    2,261,983
     
    16,225
     
    259,596
      72,015   824,969  
     
    Proposal 4: Ratification of the Appointment of Deloitte & Touche, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2025 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:
     
                   
    Votes For
     
    Votes Against
     
    Votes Abstained
     
    Broker Non-Votes
     
    3,416,858
     
    10,075
     
    7,855
     
    -
     
     
     
    SIGNATURE
     
    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.
     ​
    ​
    ​
    ​
    ​
    CLIMB GLOBAL SOLUTIONS, INC.
    ​
    ​
    Date: June 4, 2025
    By:
    /s/ Matthew Sullivan
    ​
    Name:
    Matthew Sullivan
    ​
    Title:
    Chief Financial Officer
     ​
     ​
     ​
    2
     
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