GEE Group's 200M-share authorization fails approval

The proposed increase would have changed the post-split authorized common-stock ceiling from 6,666,666.6667 to 200,000,000 shares; stockholders did not approve it.

Rhea-AI Filing Summary

GEE Group Inc. reconvened its 2026 Annual Meeting on October 8, 2026, after it was originally convened on September 30 and adjourned in part to allow additional votes on a proposed increase in authorized common stock. The proposal would have amended the Articles of Incorporation to raise authorized common shares from 6,666,666.6667 shares following the 1-for-30 reverse stock split to 200,000,000 shares.

Stockholders did not approve the proposal, which required approval by a majority of issued and outstanding common shares. Votes were 52,217,222 for, 32,322,803 against and 4,594,179 abstentions.

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

Authorized common shares before proposed increase: 6,666,666.6667 shares Proposed authorized common shares: 200,000,000 shares Votes for: 52,217,222 votes +3 more

6 metrics

Authorized common shares before proposed increase 6,666,666.6667 shares Following the 1-for-30 reverse stock split

Proposed authorized common shares 200,000,000 shares Capital Increase proposal

Votes for 52,217,222 votes Capital Increase proposal

Votes against 32,322,803 votes Capital Increase proposal

Abstentions 4,594,179 votes Capital Increase proposal

Reverse Stock Split ratio 1-for-30 Approved by stockholders on September 30, 2026

Key Terms

authorized shares, Reverse Stock Split, issued and outstanding shares

3 terms

authorized shares financial

"increase the total number of authorized shares of Common Stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Reverse Stock Split financial

"implementation of the 1-for-30 reverse split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

issued and outstanding shares regulatory

"majority of the issued and outstanding shares"

The total number of shares a company has issued and that are currently held by investors, excluding any shares the company has bought back and kept in its treasury. Investors use this count like the number of slices in a pie to calculate market value per share, ownership percentages and per-share metrics such as earnings per share, so it directly affects how the company’s value and each shareholder’s stake are measured.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did JOB shareholders approve the authorized share increase?

No. GEE Group stockholders did not approve the proposal to increase authorized common shares from 6,666,666.6667 following the 1-for-30 reverse stock split to 200,000,000. The vote was 52,217,222 for, 32,322,803 against and 4,594,179 abstentions; approval required a majority of issued and outstanding common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/09/2026 - 04:05 PM Accepted by SEC EDGAR 10/09/2026 - 04:05 PM Learn about SEC filing dates

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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): October 8, 2026

GEE GROUP INC.

(Exact name of registrant as specified in its charter)

Illinois		1-05707		36-6097429
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

7751 Belfort Parkway, Suite 150, Jacksonville, Florida		32256
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 954-0400

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, no par value		JOB		NYSE American

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))

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.

On October 8, 2026, GEE Group Inc. (the “Company”) (NYSE American: JOB) reconvened its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that was originally convened on September 30, 2026 and adjourned in part to October 8, 2026. The Annual Meeting was adjourned, in part, to October 8, 2026, to allow the Company to solicit additional votes with respect to the proposal to amend the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock, no par value (the “Common Stock”) of the Company from 6,666,666.6667 shares, following the implementation of the 1-for-30 reverse split of the Common Stock that was approved by the Company’s stockholders on September 30, 2026 (the “ Reverse Stock Split”), to 200,000,000 shares (the “Capital Increase”). The Capital Increase Proposal, which required approval by a majority of the issued and outstanding shares of the Company’s common stock, was not approved at the reconvened Annual Meeting.

1. Approval of the Capital Increase

Stockholders did not approve an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock of the Company from 6,666,666.6667 shares, post Reverse Stock Split, to 200,000,000 shares. The voting results were as follows:

For		Against		Abstain
52,217,222		32,322,803		4,594,179

2

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, thereunto duly authorized.

		GEE GROUP INC.
Date: October 9, 2026	By:	/s/ Kim Thorpe
	Name:	Kim Thorpe
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.3 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 895 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB