false 0000945983 0000945983 2026-06-02 2026-06-02

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FORM 8-K

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Pursuant to Section 13 or 15(d) of the

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Date of Report (Date of earliest event reported): June 2, 2026

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(Exact name of registrant as specified in its charter)

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(Registrant’s telephone number, including area code)

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(Former name or former address, if changed since last report)

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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):

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

 

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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).

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Emerging growth company       ☐

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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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      At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Climb Global Solutions, Inc. (the “Company”) held on June 2, 2026, the Company’s stockholders, upon the recommendation of the Board of Directors (the “Board”), approved the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (the “A&R 2021 Plan”), which was previously adopted by the Board, subject to approval by the Company’s stockholders.

 

       A summary of the A&R 2021 Plan can be found under the caption “Proposal 3 - Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Incentive Plan” of  the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”), which is incorporated herein by reference. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the A&R 2021 Plan and are qualified by reference to the text of the A&R 2021 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

The Company held the 2026 Annual Meeting on June 2, 2026. At the 2026 Annual Meeting, 15,139,669 shares of the Company’s common stock were represented either in person or by proxy, which is equal to 81.97% of the Company’s issued and outstanding common stock as of the record date. At the 2026 Annual Meeting, the Company’s stockholders (i) elected the four nominees named below to the Board, to serve until the next annual meeting of the stockholders and until their successors are elected and qualify; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; (iii) approved the A&R 2021 Plan; and (iv) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

 

Proposal 1: Election of Directors — The final number of votes for, withheld and broker-non-votes were as follows:

 

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:

 

 

Proposal 3: Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

Proposal 4: Ratification of the Appointment of Deloitte & Touche, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

 

 

 

   

    (d) Exhibits.         

 

 

 

 

 

 

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.

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