8-K
false 0000703604 0000703604 2024-05-23 2024-05-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 23, 2024

 

 

DISTRIBUTION SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-10546   36-2229304

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

301 Commerce Street, Suite 1700, Fort Worth, Texas   76102
(Address of principal executive offices)   (Zip Code)

(888) 611-9888

(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:

 

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, $1.00 par value   DSGR  

The Nasdaq Stock Market LLC

(Nasdaq Global Select 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.

(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