Climb Global Solutions (CLMB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with voting and Q&A available online for shareholders with a control number.

• Shareholders will vote on the election of five directors, executive compensation, frequency of say-on-pay votes, and ratification of the external auditor.

• The Board recommends voting for all director nominees and all proposals on the agenda.

• Proxy materials and the 2024 Annual Report are available online for review.

Voting matters and shareholder proposals

• Proposals include: election of five directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of Deloitte as auditor.

• Board recommends annual say-on-pay votes and supports all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 30, 2025.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; CEO and Chair roles are separated.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance; all committees are fully independent.

• Board met ten times in 2024; all directors attended at least 75% of meetings.

• Board leadership structure emphasizes independent oversight and regular executive sessions.

• Director nominations consider experience, diversity, and independence; stockholders may submit nominees.