UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 23, 2024, Distribution Solutions Group, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). There were 46,806,573 shares of common stock entitled to be voted, of which 45,167,213 shares or 96.5% were represented in person or by proxy at the Annual Meeting.
(b) The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2024, as updated on April 29, 2024, and the final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.
(i) Proposal One: The following directors were elected to the Company’s Board of Directors (the “Board”), and the voting for each director was as follows:
| Nominee | For | Withheld | ||||||
| I. Steven Edelson |
42,040,232 | 3,126,981 | ||||||
| Lee S. Hillman |
43,234,833 | 1,932,380 | ||||||
| J. Bryan King |
42,599,984 | 2,567,229 | ||||||
| Mark F. Moon |
42,641,667 | 2,525,546 | ||||||
| Bianca A. Rhodes |
43,229,180 | 1,938,033 | ||||||
| M. Bradley Wallace |
43,254,661 | 1,912,552 | ||||||
| Robert S. Zamarripa |
43,269,773 | 1,897,440 | ||||||
(ii) Proposal Two: Grant Thornton, LLP was ratified as the Company’s independent registered public accounting firm for 2024 by the following vote:
| For |
Against |
Abstain | ||
| 45,149,403 | 17,287 | 523 |
(iii) Proposal Three: The advisory, non-binding vote on executive compensation was approved by the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,300,901 | 15,595 | 2,026 | 1,848,691 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DISTRIBUTION SOLUTIONS GROUP, INC. | ||||||
| (Registrant) | ||||||
| Date: May 28, 2024 | By: | /s/ Richard D. Pufpaf | ||||
| Name: | Richard D. Pufpaf | |||||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | |||||