Distribution Solutions Group (DSGR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amended equity plan.

• Shareholders of record as of March 20, 2026, are entitled to vote, with cumulative voting for directors and majority votes required for other proposals.

• The proxy statement includes detailed information on governance, compensation, risk oversight, and related party transactions.

Voting matters and shareholder proposals

• Proposals include election of seven directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation, and approval of the Amended and Restated 2026 Equity Compensation Plan.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 annual meeting by December 2, 2026.

Board of directors and corporate governance

• Board consists of seven directors, with a mix of tenures and diversity in gender and ethnicity.

• Lead independent director role established to reinforce board independence.

• All standing committees (Audit, Compensation, Nominating & Governance) are composed of independent directors.

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