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 6, 2022
| | |
| 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 CRF 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 2022 Annual Meeting of Stockholders (the "Annual Meeting") on June 6, 2022.
(b) At the Annual Meeting, stockholders of the Company voted on (i) the election of eight director nominees to the board of directors of the Company to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify; and (ii) the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022. A total of 36,635,632 shares of common stock of the Company outstanding and entitled to vote were present at the Annual Meeting, in person or by proxy, representing approximately 96.62% of the outstanding stock entitled to vote at the Annual Meeting. Both of the proposals submitted to stockholders for approval were approved, with the following results:
1. Election of Directors.
| | | | | | | | | | | | | | | | | | | | |
| | For | | Withheld | | Broker
Non-Votes |
| Richard Leeds | | 31,666,993 | | 3,793,818 | | 1,174,821 |
| Bruce Leeds | | 29,888,072 | | 5,572,739 | | 1,174,821 |
| Robert Leeds | | 29,864,637 | | 5,596,174 | | 1,174,821 |
| Barry Litwin | | 30,301,772 | | 5,159,039 | | 1,174,821 |
| Chad M. Lindbloom | | 33,702,815 | | 1,757,996 | | 1,174,821 |
| Paul S. Pearlman | | 33,702,205 | | 1,758,606 | | 1,174,821 |
| Lawrence Reinhold | | 31,680,153 | | 3,780,658 | | 1,174,821 |
| Robert D. Rosenthal | | 28,147,011 | | 7,313,800 | | 1,174,821 |
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker
Non-Votes |
| 36,621,683 | | 12,778 | | 1,171 | | 0 |
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 9, 2022 | | |
| | | |
| | By: | /s/ Thomas Clark |
| | | Name: Thomas Clark |
| | | Title: Senior Vice President and Chief Financial Officer |
