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 19, 2023, Distribution Solutions Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 21,121,570 shares of common stock entitled to be voted, of which 20,654,665 shares or 97.8% were represented in person or by proxy at the Annual Meeting.
(b) The Company’s stockholders voted on four 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 6, 2023, 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 | ||||||
| Andrew B. Albert |
19,347,650 | 1,307,015 | ||||||
| I. Steven Edelson |
19,878,621 | 776,044 | ||||||
| Lee S. Hillman |
19,876,438 | 778,227 | ||||||
| J. Bryan King |
19,619,864 | 1,034,801 | ||||||
| Mark F. Moon |
19,882,434 | 772,231 | ||||||
| Bianca A. Rhodes |
19,872,803 | 781,862 | ||||||
| M. Bradley Wallace |
19,907,372 | 747,293 | ||||||
| Robert S. Zamarripa |
19,906,378 | 748,287 | ||||||
(ii) Proposal Two: BDO USA, LLP was ratified as the Company’s independent registered public accounting firm for 2023 by the following vote:
| For |
Against |
Abstain | ||
| 20,653,212 | 1,401 | 52 |
(iii) Proposal Three: The advisory, non-binding vote on executive compensation was approved by the following vote:
| For |
Against |
Abstain |
Broker Non-Voters | |||
| 19,908,094 | 7,947 | 957 | 737,667 |
(iv) Proposal Four: The advisory, non-binding vote on the frequency of holding future advisory stockholder votes to approve the compensation of the Company’s named executive officers was approved to be every one year, and the voting was as follows:
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Voters | ||||
| 19,528,395 | 28,320 | 340,814 | 19,469 | 737,667 |
While this advisory vote on the frequency of future advisory stockholder votes on the compensation of the Company’s named executed offices is not binding on the Company’s Board, the Board expects to consider the results of the vote on this item at its next regular meeting. The Company will disclose such determination on the frequency of future advisory stockholder votes on the compensation of the Company’s named executive officers in an amendment to this Current Report on Form 8-K to be filed within 150 days of the Annual Meeting in accordance with Item 5.07(d) of Form 8-K.
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 24, 2023 | By: | /s/ Richard D. Pufpaf | ||||
| Name: | Richard D. Pufpaf | |||||
| Title: | Senior Vice President, Secretary, General Counsel and Chief Compliance Officer | |||||