Climb Global Solutions, Inc. (CLMB)
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AGM 2026

Jun 2, 2026

Summary

The meeting confirmed a quorum, elected four directors, and approved executive compensation, an amended incentive plan, and the auditor appointment. No shareholder questions were raised, and updates are expected at the Q2 earnings release.

Dale Foster
CEO and Member of the Board of Directors, Climb Global Solutions

Good morning, and welcome to the 2026 Annual Meeting of the Stockholders of Climb Global Solutions. I'm Dale Foster, CEO of Climb and a Member of the Board of Directors. It is my pleasure to welcome you here today for this meeting. We're glad to be hosting a virtual meeting again, which we have found allows greater stockholder participation. If you experience any technical difficulties accessing or participating in today's meeting, please refer to the support link on our Annual Meeting webpage. I'll be acting as Chairman for today's meeting.

To begin with, I'd like to introduce the Members of the Board of Directors who are joining us by webcast today. Please welcome John McCarthy, Andy Bryant, Gerri Gold, and Paul Giovacchini, all of whom are independent directors for the Board for Climb. In addition, Kevin Bernardo and Alyssa Colasurdo are representatives from Deloitte & Touche, your independent auditor, are also present. I'd like to introduce Matt Sullivan, our CFO. Matt will be acting as secretary for today's meeting. Peter Hagberg will act as Inspector of Elections.

Peter has signed an oath to faithfully execute his duties as inspector. He will review and tabulate the votes and proxies cast at today's meeting. Upon joining today's meeting, an agenda should have become available on your screen. Please note at the bottom of your screen, the guidelines for meeting conduct. To hold an orderly meeting, I'd ask participants to follow these guidelines. As our custom, we will conduct the business portion of the meeting first, and then at the close of the meeting, I'll open up the floor for stockholders to ask questions. If you have a general question of interest to all stockholders, you can simply type those at any time prior to or during the Q&A session. I'd now like to recognize Matt Sullivan, our CFO, as the meeting secretary. Matt?

Matt Sullivan
CFO, Climb Global Solutions

Mr. Chairman, stockholders, as of the close of business on April 6th, 2026, record date for the Annual Meeting, were sent the Notice of Annual Meeting of Stockholders and Proxy Statement on or about April 24th, 2026. The Notice of Annual Meeting stated the date and time, along with the web address for participating in today's virtual meeting. A copy of the Notice of Annual Meeting of Stockholders and Proxy Statement, as well as an affidavit that copies were mailed or sent to all stockholders who were stockholders of the record as of the close of business on April 6th, 2026, shall be made a part of the record of this meeting.

The list of the company's stockholders at the close of business on April 6th, 2026, certified by Equiniti Trust Company, LLC, the company's transfer agent, is available for inspection by any stockholder who desires to do so by clicking on the RSL link at the bottom of the website. It will be filed with the records of the company. Of a total of 18,468,068 shares of common stock of the company issued and outstanding at the close of business on the April 6th record date and entitled to vote at this meeting, I have been informed by the inspector that there are approximately 15,139,669 shares represented in- person or by proxy present at this meeting, which constitutes at least a majority of the voting power of the common stock. Accordingly, a quorum is present.

Dale Foster
CEO and Member of the Board of Directors, Climb Global Solutions

Thank you, Matt. The meeting is now lawfully and properly convened. Our first order of business is the election of our four nominees to the Board of Directors to serve until the next Annual Meeting and until their successors are elected and qualified. The Board of Directors, pursuant to the recommendation of the Board Nominating and Corporate Governance Committee, has nominated the following persons for election as directors of the company: John McCarthy, Andy Bryant, Paul Giovacchini, and Dale Foster. The Board recommends a vote for each of these nominees.

The second order of business is the proposal to approve, on a non-binding advisory basis, the compensation of the named executive officers of the company as described in the company's proxy statement for the 2026 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2025 Summary Compensation Table, and the other compensation-related tables and disclosure.

The Board recommends a vote for this proposal. The third order of business is a proposal to approve the amended and restated Climb Global Solutions 2021 Omnibus Incentive Plan as described in the company's proxy statement for the 2026 Annual Meeting. The Board recommends a vote for this proposal. Our fourth and final order of business is the proposal to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.

The Board recommends a vote for this proposal. At this time, I declare the polls open. Any stockholders that are logged in and who have not already voted or wish to change their vote may do so now by clicking the voting button on your screen and following the instructions. Stockholders who have sent in proxies or voted already and do not want to change their vote need not take any action now. I'll pause for a moment to allow voting. The polls will be closing shortly. If you haven't submitted your vote, please do so now. I'll give it a couple more seconds. I hereby declare the polls closed. The Inspector of Elections will tabulate the votes. One minute please, while he does this. Matt, as Secretary, will you please report preliminary voting results?

Matt Sullivan
CFO, Climb Global Solutions

We have been informed by the Inspector of Election that the ballots have been counted and that each of the four nominees for election to the Board of Directors has been duly elected. The stockholders have approved the non-binding advisory resolution to approve the executive compensation of the company's named executive officers as described in the company's proxy statement. The stockholders have approved the amended and restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan, and the stockholders have approved the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.

Dale Foster
CEO and Member of the Board of Directors, Climb Global Solutions

Thank you, Matt. This completes the formal requirements of our Annual Meeting of Stockholders as set forth in our proxy statement. The final tabulation of votes will appear on a Form 8-K the company will file within the next four days to the Securities and Exchange Commission. There being no further business to come before the formal portion of the meeting, I hereby declare the meeting to be adjourned. On behalf of the entire Climb Global Solutions team and the Board of Directors, let me express our sincere thanks to all the stockholders for your continued support of the company. I'd like now to invite the stockholders to submit questions or comments through the web portal. I'll attempt to answer any of the questions as time allows, but only questions germane to today's meeting.

Looking through the portal and seeing no questions that have been asked, I would just like to thank our shareholders, our Board members, and for the entire Climb family. I think our latest count, we have about 415 employees through 12 countries, and just the team is doing a great job. I look forward to giving everybody an update when we get to Q2 earnings release. With that, I will end the call. Thank you.

Operator

This concludes today's meeting. You may now disconnect.