CLMB Climb Global Solutions, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

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

The Company held the 2026 Annual Meeting on June 2, 2026. At the 2026 Annual Meeting,  15,139,669 sha res of the Company’s common stock were represented either in person or by proxy, which is equ al 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 th e four no minees 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:

Nominee

Votes For

Votes Withheld

Broker Non- Votes

John McCarthy

10,146,437

2,106,107

2,887,125

Andy Bryant

11,139,727

1,112,817

2,887,125

Dale Foster

11,975,398

277,146

2,887,125

Paul Giovacchini

11,336,652

915,892

2,887,125

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:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

11,081,655

1,109,991

60,898

2,887,125

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:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

11,184,814

1,007,042

60,688

2,887,125

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:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

15,078,115

30,710

30,844

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description of Exhibits

10.1

Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).