Global Industrial (NYSE: GIC) holders approve board, pay and ESPP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Global Industrial Company reported results of its 2026 annual shareholder meeting held on June 1, 2026. Stockholders elected eight directors to serve until the next annual meeting, with each nominee receiving strong majority support despite some withheld votes for certain family-affiliated directors.

Shareholders also ratified Ernst & Young LLP as independent auditor for fiscal 2026 with 36,323,196 votes in favor and limited opposition. An advisory vote on named executive officer compensation passed by a wide margin, and investors approved the Amended and Restated 2018 Employee Stock Purchase Plan, indicating broad support for the company’s compensation and employee ownership programs.

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

Auditor ratification for votes: 36,323,196 shares Say-on-pay for votes: 34,706,219 shares ESPP plan for votes: 35,192,610 shares +3 more

6 metrics

Auditor ratification for votes 36,323,196 shares Ernst & Young LLP ratified as auditor for fiscal 2026

Say-on-pay for votes 34,706,219 shares Advisory approval of named executive officer compensation

ESPP plan for votes 35,192,610 shares Approval of Amended and Restated 2018 Employee Stock Purchase Plan

Director Gary S. Michel for votes 34,920,386 shares Election of director at 2026 annual meeting

Director Chad M. Lindbloom for votes 34,752,395 shares Election of director at 2026 annual meeting

Broker non-votes on director items 1,269,589 shares Reported for each director election

Key Terms

broker non-votes, independent auditor, advisory (non-binding) vote, Employee Stock Purchase Plan

4 terms

broker non-votes financial

"Name | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"ratify the appointment of Ernst & Young LLP as the Company's independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

advisory (non-binding) vote financial

"Advisory (non-binding) vote to approve the compensation"

Employee Stock Purchase Plan financial

"approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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Understanding 8-K Material Events →

06/03/2026 - 05:21 PM

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 1, 2026


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: (516) 608-7000


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 CFR 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. ☐


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

(a) Global Industrial Company (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 1, 2026.

(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 2026;

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

4.To approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

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	29,030,911	6,185,631	1,269,589
Bruce Leeds	29,046,618	6,169,924	1,269,589
Robert Leeds	29,046,589	6,169,953	1,269,589
Anesa T. Chaibi	29,214,757	6,001,785	1,269,589
Chad M. Lindbloom	34,752,395	464,147	1,269,589
Gary S. Michel	34,920,386	296,156	1,269,589
Paul S. Pearlman	34,188,045	1,028,497	1,269,589
Robert D. Rosenthal	34,397,437	819,105	1,269,589

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026.


For	Against	Abstain	Broker Non-Votes
36,323,196	141,794	21,141	0

3. An advisory (non-binding) vote on the compensation of the Company's named executive officers.


For	Against	Abstain	Broker Non-Votes
34,706,219	502,371	7,952	1,269,589

4. Approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan.


For	Against	Abstain	Broker Non-Votes
35,192,610	21,112	2,820	1,269,589

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 3, 2026

	By:	/s/ Thomas Axmacher
		Name: Thomas Axmacher
		Title: Vice President & Controller

Source: View Original Filing on SEC EDGAR

FAQ

What did Global Industrial Company (GIC) shareholders decide at the 2026 annual meeting?

Shareholders elected eight directors, ratified Ernst & Young LLP as auditor, approved executive compensation on an advisory basis, and approved the Amended and Restated 2018 Employee Stock Purchase Plan, signaling broad support for the company’s governance, oversight, and compensation frameworks.

Were all Global Industrial Company (GIC) director nominees elected in 2026?

All eight director nominees were elected with majority support. Votes "for" each nominee ranged from about 29.0 million to 34.9 million shares, with broker non-votes reported separately, confirming the full slate will continue to serve until the next annual meeting.

Did Global Industrial Company (GIC) shareholders approve the 2026 say-on-pay proposal?

Yes. The advisory vote on named executive officer compensation received 34,706,219 votes in favor, 502,371 against, and 7,952 abstentions, plus 1,269,589 broker non-votes, indicating strong shareholder backing for the company’s current executive pay practices.

How did Global Industrial Company (GIC) shareholders vote on the auditor for fiscal 2026?

Shareholders ratified Ernst & Young LLP as independent auditor with 36,323,196 votes for, 141,794 against, and 21,141 abstentions, with no broker non-votes. This confirms continued shareholder support for retaining Ernst & Young LLP as the company’s external auditor.

Was Global Industrial Company’s (GIC) Amended and Restated 2018 Employee Stock Purchase Plan approved?

Yes. The Amended and Restated 2018 Employee Stock Purchase Plan received 35,192,610 votes for, 21,112 against, and 2,820 abstentions, plus 1,269,589 broker non-votes, reflecting strong shareholder approval for maintaining and updating the employee stock purchase program.

Filing Exhibits & Attachments

3 documents