GEE Group shareholders approve 1-for-30 reverse split

Only the capital-increase proposal was left for additional vote solicitation, with the meeting adjourned in part to October 8, 2026.

Rhea-AI Filing Summary

GEE Group Inc. (JOB) stockholders approved five matters at the September 30, 2026 annual meeting, including an amendment for a one-for-thirty reverse stock split, ratification of Cherry Bekaert LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, an advisory say-on-pay resolution, and adjournment authority. Class I nominees Jyrl James and David Sandberg were elected. The reverse-split amendment received 65,054,484 votes for and 13,617,801 against.

The meeting was adjourned in part to October 8, 2026, solely to solicit additional votes on a separate capital-increase proposal. That proposal would change the authorized common-stock amount from 6,666,666.6667 shares, post Reverse Stock Split, to 200,000,000 shares. Kim Thorpe, Chief Financial Officer, signed for the company.

Filing Explained

At the September 30 annual meeting, stockholders approved a one-for-thirty reverse split: every 30 shares are combined into one, reducing the share count and proportionally raising the per-share price, while the split itself leaves company value unchanged.

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

Reverse stock split ratio: 1-for-30 Authorized common stock before proposed capital increase: 6,666,666.6667 shares Proposed authorized common stock: 200,000,000 shares +4 more

7 metrics

Reverse stock split ratio 1-for-30 Approved amendment

Authorized common stock before proposed capital increase 6,666,666.6667 shares Post Reverse Stock Split

Proposed authorized common stock 200,000,000 shares Capital-increase proposal

Votes for reverse-split amendment 65,054,484 votes September 30, 2026 annual meeting

Votes against reverse-split amendment 13,617,801 votes September 30, 2026 annual meeting

Votes for say-on-pay resolution 39,532,887 votes September 30, 2026 annual meeting

Votes against say-on-pay resolution 20,143,411 votes September 30, 2026 annual meeting

Key Terms

Reverse Stock Split, Broker Non-Vote, Advisory Say-on-Pay Resolution

3 terms

Reverse Stock Split financial

"effect a one-for-thirty reverse stock 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.

Broker Non-Vote regulatory

"Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

Advisory Say-on-Pay Resolution regulatory

"Advisory Say-on-Pay Resolution"

FAQ

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

What reverse stock split did JOB stockholders approve?

Stockholders approved an amendment to effect a one-for-thirty reverse stock split, combining every thirty authorized, issued and outstanding shares of common stock into one share.

What does GEE Group's capital-increase proposal change?

The proposal seeks to increase authorized common stock from 6,666,666.6667 shares, post Reverse Stock Split, to 200,000,000 shares. Additional votes were being solicited, and the meeting was adjourned in part to October 8, 2026 for that proposal only.

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

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Available on EDGAR 10/02/2026 - 05:15 PM Accepted by SEC EDGAR 10/02/2026 - 05:15 PM Learn about SEC filing dates

0000040570false00000405702026-09-302026-09-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): September 30, 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 September 30, 2026, GEE Group Inc. (the “Company”) (NYSE American: JOB) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The five proposals listed below were approved by the stockholders at the Annual Meeting. The Annual Meeting was adjourned, in part, to October 8, 2026, to allow the Company to solicit additional votes with respect to an amendment to 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, post Reverse Stock Split, to 200,000,000 shares (the “Capital Increase”) proposal only. The Company is soliciting additional votes only with respect to the Capital Increase proposal. The following matters were considered and approved at the Annual Meeting:

1. Election of two Class I Directors

Stockholders elected the Company’s two Class I nominees for director each to serve until the 2027 annual meeting of stockholders or until their respective successor is elected and qualified. The voting results were as follows:

		For				Withheld				Broker Non-Vote
(1) Ms. Jyrl James			51,811,759				11,078,186				17,592,812
(2) Mr. David Sandberg			59,743,701				3,146,244				17,592,812

2. Approval and Ratification of Auditors

Stockholders approved and ratified the appointment of Cherry Bekaert LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The voting results were as follows:

For				Against				Abstentions
	79,531,790				368,826				582,141

3. Approval of the Reverse Stock Split

Stockholders approved an amendment to the Company’s Articles of Incorporation to effect a one-for-thirty reverse stock split whereby every thirty (30) shares of the authorized, issued and outstanding shares of Common Stock shall be combined into one (1) share of authorized, issued and outstanding Common Stock of the Company (the “Reverse Stock Split”). The voting results were as follows:

For				Against				Abstentions
	65,054,484				13,617,801				1,810,472

4. Advisory Say-on-Pay Resolution

Stockholders approved the following resolution “RESOLVED that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the compensation tables and the related disclosure contained in the proxy statement set forth under the caption “Election of Directors Proposal—Executive Compensation”. The voting results were as follows:

For				Against				Abstain				Broker Non-Vote
	39,532,887				20,143,411				3,213,647				17,592,812

5. Approval of the Adjournment or Postponement

Stockholders approved any adjournment or postponement of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split and/or, Capital Increase. The voting results were as follows:

For				Against				Abstain				Broker Non-Vote
	47,959,646				14,360,998				569,301				17,592,812

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 2, 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