GEE Group (JOB) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 24, 2026, with shareholders voting on six key proposals, including director elections, auditor ratification, a reverse stock split, a capital increase, executive compensation, and potential adjournment for further proxy solicitation.

• Only shareholders of record as of August 10, 2026, are entitled to vote, and the Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class I directors, ratify Cherry Bekaert LLP as auditor, approve a one-for-thirty reverse stock split, increase authorized common stock to 200 million shares, approve executive compensation on an advisory basis, and allow adjournment if needed.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between May 27 and June 26, 2027, following specific bylaw and SEC requirements.

Board of directors and corporate governance

• The Board consists of seven directors in three classes, with Jyrl James and David Sandberg nominated for re-election as Class I directors.

• A Cooperation Agreement with Star Equity Fund will declassify the Board by 2027, with all directors elected for one-year terms at that meeting.

• The Board has five standing committees: Nominating, Audit, Compensation, Mergers & Acquisitions, and Corporate Governance, all with independent directors.

• Thomas Vetrano serves as Lead Independent Director, enhancing board oversight and governance practices.