GEE Group (JOB) investor relations material

Executive summary

• The annual meeting will be held virtually on September 24, 2026, with shareholders voting on six key proposals, including director elections, auditor ratification, a reverse stock split, capital increase, executive compensation, and potential adjournment.

• Only shareholders of record as of August 10, 2026, are entitled to vote, with detailed instructions provided for both registered and beneficial owners.

• The Board recommends voting in favor of all proposals, emphasizing the importance of maintaining NYSE American listing and aligning executive compensation with performance.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying Cherry Bekaert LLP as auditor, approving a one-for-thirty reverse stock split, increasing authorized shares to 200 million, a non-binding say-on-pay vote, and an adjournment proposal.

• The reverse stock split and capital increase are intended to maintain exchange listing and provide flexibility for future corporate actions.

• Shareholder proposals for the 2027 meeting must be submitted between May 27 and June 26, 2027, with additional requirements for proxy solicitation under SEC rules.

Board of directors and corporate governance

• The Board consists of seven directors across three classes, with Jyrl James and David Sandberg nominated for re-election.

• A Cooperation Agreement with Star Equity Fund will declassify the Board by 2027, with all new directors serving one-year terms.

• The Board has five standing committees: Nominating, Audit, Compensation, Mergers & Acquisitions, and Corporate Governance, all with independent directors.

• Thomas Vetrano serves as Lead Independent Director, enhancing oversight and governance best practices.

• The Board and committees met regularly in fiscal 2025, with all directors attending at least 75% of meetings.