Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• Achieved nearly $2 billion in revenue for 2025, reflecting 9.8% total growth and 3.6% organic daily sales growth, with $84 million in operating cash flow and significant progress on strategic initiatives despite macroeconomic headwinds.

• Focused on balanced growth through acquisitions and organic investment, leveraging technology, people, and culture to drive profitability and market share expansion.

• Ended 2025 with $469 million in liquidity, expanded credit facility, and net debt leverage of 3.5x.

Voting matters and shareholder proposals

• Stockholders will vote on: election of seven directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation (say-on-pay), and approval of the Amended and Restated 2026 Equity Compensation Plan.

• Board recommends voting FOR all proposals.

• Cumulative voting applies for director elections; majority vote required for other proposals.

Board of directors and corporate governance

• Board consists of seven nominees with diverse backgrounds; 100% of committee chairs are independent, and 29% of directors are ethnically diverse or women.

• Board leadership structure includes combined Chairman/CEO role and a lead independent director.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members and formal charters.

• Board diversity and social/environmental responsibility policies are in place.

• Annual meeting attendance and high director participation rates reported.