Climb Global Solutions (CLMB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with voting on four key proposals, including director elections, executive compensation, an amended incentive plan, and auditor ratification.

• A four-for-one forward stock split was completed in March 2026, increasing authorized shares to 40 million.

• The company reported strong 2025 results: net sales up 40% to $652.5M, gross profit up 16% to $105.3M, and net income up 15% to $21.3M.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, a non-binding say-on-pay resolution, approval of the amended 2021 Omnibus Incentive Plan, and ratification of Deloitte as auditor.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026.

Board of directors and corporate governance

• The board consists of four directors, three of whom are independent; roles of CEO and board chair are separated.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Annual election of all directors, annual say-on-pay, no poison pill, and stockholder right to amend bylaws.

• Stock ownership guidelines require directors and executives to hold significant equity.