Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a merger agreement, executive compensation, and potential adjournment if more votes are needed.

• The merger involves the company becoming a wholly owned subsidiary of an affiliate of LKCM Headwater, with shareholders receiving $35.00 per share in cash, an 81% premium over the pre-announcement price.

• The transaction is a going-private deal, with the company delisting from Nasdaq and ceasing public reporting.

• The Special Committee of independent directors, with its own legal and financial advisors, unanimously recommended the merger as fair and in the best interests of disinterested shareholders.

• William Blair provided a fairness opinion supporting the transaction's financial terms for disinterested shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) an advisory (non-binding) vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.

• Approval of the merger requires both a majority of all outstanding shares and a majority of votes cast by disinterested shareholders.

• Abstentions and broker non-votes count as votes against the merger for the majority of outstanding shares, but not for the disinterested shareholder vote.

• LKCM and affiliates, holding 78.6% of shares, have agreed to vote in favor, but their votes are excluded from the disinterested shareholder approval.

Board of directors and corporate governance

• The Special Committee, composed solely of independent directors, led the negotiation and evaluation of the merger.

• Messrs. King and Wallace, affiliated with LKCM, recused themselves from deliberations and voting.

• The board, following the Special Committee's unanimous recommendation, approved the merger and recommends shareholders vote in favor.

• After the merger, the board of the surviving corporation will consist of the current directors of Merger Sub.