Form 8-K - Current report

0000945114False00009451142024-06-032024-06-03

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, 2024

Global Industrial Company
(Exact Name of Registrant as Specified in its Charter)

Delaware

1-13792

11-3262067

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11 Harbor Park Drive, Port Washington, New York

11050

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: [phone]

N.A.
(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 obligations 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 240.14-12)

☐			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 CRF 240.13e-4(c))

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

Title of each class

Trading  Symbol(s)

Name of each exchange on which registered

Common Stock ($.01 par value)

GIC

New York Stock Exchange

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.          ☐

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Item 5.07			Submission of Matters to a Vote of Security Holders.

(a) Global Industrial Company (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting") on June 3, 2024.

(b) At the Annual Meeting, the Company’s stockholders voted on the following matters:

1.To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify;

2.To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2024; and

3.Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.

The following are the final voting results for each of the matters voted upon at the Annual Meeting:

1. Election of Directors.

Name						For						Withheld						Broker Non-Votes
Richard B. Leeds						32,802,711						3,262,196						895,788
Bruce Leeds						32,915,591						3,149,316						895,788
Robert Leeds						32,916,398						3,148,509						895,788
Barry Litwin						33,272,142						2,792,765						895,788
Chad M. Lindbloom						32,229,328						3,835,579						895,788
Gary S. Michel						35,861,705						203,202						895,788
Paul S. Pearlman						32,241,525						3,823,382						895,788
Robert D. Rosenthal						29,706,133						6,358,774						895,788

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2024.

For						Against						Abstain						Broker Non-Votes
36,916,047						43,204						1,444						0

3. Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.

For						Against						Abstain						Broker Non-Votes
35,605,371						450,567						8,969						895,788

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SIGNATURES

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.

			GLOBAL INDUSTRIAL COMPANY
Date: June 6, 2024
			By:			/s/ Thomas Clark
						Name: Thomas Clark
						Title: Senior Vice President and Chief Financial Officer

Cover Page	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 03, 2024
Entity Registrant Name	Global Industrial Company
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13792
Entity Tax Identification Number	11-3262067
Entity Address, Address Line One	11 Harbor Park Drive
Entity Address, City or Town	Port Washington
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11050
City Area Code	(516)
Local Phone Number	608-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($.01 par value)
Trading Symbol	GIC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000945114
Amendment Flag	false

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