Global Industrial Company (GIC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 1, 2026, with voting on director elections, auditor ratification, executive compensation, and an amended employee stock purchase plan.

• Stockholders can vote online, by phone, or by mail, and are encouraged to participate regardless of attendance.

• The company continues to deliver proxy materials electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Stockholders will vote on: election of eight directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay for executive compensation, and approval of the amended 2018 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

• The Leeds family and related entities control over 50% of shares and intend to vote in line with Board recommendations.

Board of directors and corporate governance

• Board consists of eight members, four of whom are independent; leadership includes an Executive Chairman and two Vice Chairmen.

• All board committees (Audit, Compensation, Nominating/Corporate Governance) are 100% independent.

• Annual board and committee self-evaluations, regular executive sessions of independent directors, and rotation of committee leadership are in place.

• No supermajority voting, poison pill, or classified board; stockholder rights are not materially restricted.