High turnout as Distribution Solutions Group (NASDAQ: DSGR) 2026 votes pass

Rhea-AI Filing Summary

Distribution Solutions Group, Inc. reported voting results from its 2026 Annual Meeting of Stockholders. Stockholders elected all seven director nominees, ratified Grant Thornton LLP as independent registered public accounting firm for 2026, approved the advisory vote on executive compensation and approved the Amended and Restated 2026 Equity Compensation Plan.

There were 46,192,457 shares of common stock entitled to vote, and 42,836,503 shares, or 92.7%, were represented in person or by proxy at the meeting.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 46,192,457 shares Shares represented: 42,836,503 shares Auditor ratification votes for: 42,303,661 votes +3 more

6 metrics

Shares entitled to vote 46,192,457 shares Common stock entitled to vote at 2026 Annual Meeting

Shares represented 42,836,503 shares Represented in person or by proxy (92.7% turnout)

Auditor ratification votes for 42,303,661 votes Grant Thornton LLP ratified as 2026 auditor

Say-on-pay votes for 39,679,024 votes Advisory, non-binding executive compensation approval

Equity plan votes for 37,583,712 votes Amended and Restated 2026 Equity Compensation Plan approval

Largest director vote for 40,328,446 votes Votes for director nominee Robert S. Zamarripa

Key Terms

broker non-voters, advisory, non-binding vote on executive compensation, independent registered public accounting firm, Amended and Restated 2026 Equity Compensation Plan, +1 more

5 terms

broker non-voters financial

"For | Against | Abstain | Broker Non-Voters 39,679,024 | 52,608 | 737,975 | 2,366,896"

advisory, non-binding vote on executive compensation financial

"The advisory, non-binding vote on executive compensation was approved by the following vote"

independent registered public accounting firm financial

"Grant Thornton, LLP was ratified as the Company's independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Amended and Restated 2026 Equity Compensation Plan financial

"Distribution Solutions Group, Inc.'s Amended and Restated 2026 Equity Compensation Plan was approved by the following vote"

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

0000703604FALSE00007036042025-05-142025-05-14

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): May 14, 2026

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)

(Registrant's telephone number, including area code)

(888)

611-9888

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 14, 2026, Distribution Solutions Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). There were 46,192,457 shares of common stock entitled to be voted, of which 42,836,503 shares or 92.7% 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 1, 2026, 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						40,228,469						2,608,034
Lee S. Hillman						40,254,781						2,581,722
J. Bryan King						39,915,665						2,920,838
Mark F. Moon						38,681,260						4,155,243
Bianca A. Rhodes						39,880,426						2,956,077
M. Bradley Wallace						39,676,651						3,159,852
Robert S. Zamarripa						40,328,446						2,508,057

(ii) Proposal Two: Grant Thornton, LLP was ratified as the Company's independent registered public accounting firm for 2026 by the following vote:

For						Against						Abstain
42,303,661						8,823						524,019

(iii) Proposal Three: The advisory, non-binding vote on executive compensation was approved by the following vote:

For						Against						Abstain						Broker Non-Voters
39,679,024						52,608						737,975						2,366,896

(iv) Proposal Four: Distribution Solutions Group, Inc.'s Amended and Restated 2026 Equity Compensation Plan was approved by the following vote:

For						Against						Abstain						Broker Non-Voters
37,583,712						1,633,976						1,251,919						2,366,896

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, 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 14, 2026						By: /s/ Richard D. Pufpaf
									Name: Richard D. Pufpaf
									Title: Senior Vice President, Secretary, General Counsel and Chief Compliance Officer

FAQ

What did Distribution Solutions Group (DSGR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on four items: election of seven directors, ratification of Grant Thornton LLP as 2026 auditor, an advisory vote on executive compensation, and approval of the Amended and Restated 2026 Equity Compensation Plan.

How many Distribution Solutions Group (DSGR) shares were represented at the 2026 meeting?

A total of 42,836,503 shares were represented in person or by proxy out of 46,192,457 shares entitled to vote, meaning 92.7% of the company’s outstanding common stock participated in the 2026 Annual Meeting.

Were all director nominees elected at Distribution Solutions Group (DSGR) in 2026?

All seven director nominees, including I. Steven Edelson, Lee S. Hillman, J. Bryan King and others, were elected. Each nominee received more votes “For” than “Withheld,” indicating stockholder support for the full Board slate.

Did Distribution Solutions Group (DSGR) shareholders approve executive compensation in 2026?

Yes. The advisory, non-binding vote on executive compensation received 39,679,024 votes “For,” 52,608 “Against,” and 737,975 “Abstain,” with 2,366,896 broker non-votes, indicating shareholder approval of the company’s executive pay program.

Was the 2026 equity compensation plan approved for Distribution Solutions Group (DSGR)?

Yes. The Amended and Restated 2026 Equity Compensation Plan was approved with 37,583,712 votes “For,” 1,633,976 “Against,” 1,251,919 “Abstain,” and 2,366,896 broker non-votes, authorizing the updated equity incentive framework.

Who is the 2026 auditor for Distribution Solutions Group (DSGR)?

Grant Thornton LLP was ratified as the independent registered public accounting firm for 2026, receiving 42,303,661 votes “For,” 8,823 “Against,” and 524,019 “Abstain” from stockholders at the annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

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