Ladies and gentlemen, I am Derek E. Dewan, Chairman of the Board of Directors of GEE Group and Chairman of this annual meeting. I hereby call this annual meeting of stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this annual meeting. Mr. Kim Thorpe, Chief Financial Officer and Corporate Secretary, is virtually attending this annual meeting of stockholders. Also attending are GEE Group's board members. We also have Mr. Rick Kreis of Cherry Bekaert LLP, the company's independent public accountants, and Lili Tahiri of Loeb & Loeb LLP, the company's securities counsel, attending the annual meeting virtually. Henry Farrell of Continental Stock Transfer & Trust Company, the company's transfer agent, Continental, is also attending this annual meeting virtually.
The polls are open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed.
If you intend to vote and have not already done so, and are a stockholder of record, which means you hold your shares in your own name and not through a brokerage account as of August 10th, 2026, you must submit your vote online now in order for it to be counted. If you are a stockholder of record as of that date and have not yet voted, I encourage you to vote online now. I have asked Kim Thorpe to act as Secretary of this annual meeting and to record the minutes of this annual meeting. Before considering the business to be discussed at this annual meeting, I would like Mr. Thorpe to report on the formal steps taken in connection with the annual meeting.
Mr. Chairman, the Board of Directors has adopted resolutions which provide that this annual meeting be held today, and which fix the close of business on October 10, 2026, as the record date for the determination of stockholders entitled to notice of, and to vote at this annual meeting. I hereby present the affidavit of Robert Zabriskie, an employee of Continental, which states that the notice of the annual meeting of shareholders, proxy statement, annual report on Form 10-K, and proxy card were first mailed on August 2nd, 2026. The affidavit of Robert Zabriskie, an employee of Continental, which states that the mailer page and the supplemental proxy statement were first mailed on September 16, 2026, to each holder of the company's common stock at the close of business on the record date.
I also have at this annual meeting a list of stockholders of the company's common stock as of the record date that was compiled by Continental Stock Transfer & Trust, and is available for viewing by stockholders of record at this annual meeting by following instructions in the online portal. The list sets forth each stockholder's address and holdings as they appear on the records of Continental Stock Transfer & Trust and on the company's share ledger. According to this list, there were 109,870,686 shares of common stock issued and outstanding on the record date. Each outstanding share of common stock is entitled to one vote per share on the matters presented at this annual meeting.
Thank you, Mr. Thorpe. I would like you to file the affidavits as to the mailing of the proxy material in the minute book of the company with the minutes of this annual meeting. I hereby appoint Mr. Henry Farrell to act as Inspector of Elections at this meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability.
Mr. Chairman, I present to you the oath signed by the Inspector of Election.
The oath of the Inspector of Election will be filed with the minutes of this annual meeting. Will the Inspector of Election now provide us with a count of the stockholders present in person or by proxy?
Mr. Chairman, I can report on a preliminary count indicates the presence of a quorum. I am in possession of completing a count of all shareholders virtually present or by proxy, and will render an exact report at the end of this annual meeting.
Since the holders of record of at least a majority of the outstanding shares of common stock entitled to vote at this annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business is the election of two Class One directors to our Board of Directors, each to serve until the 2027 annual meeting or until their respective successor is elected and qualified. The Board Election Proposal. The persons receiving an affirmative vote of shares of common stock representing a plurality of the votes cast on the proposal at the annual meeting, virtually present or represented by proxy, shall serve until the 2027 annual meeting or until the respective successor is elected and qualified. I hereby open the floor for nominations.
Mr. Chairman, as a stockholder of record of the company, I hereby nominate the following persons for election as Class One directors to each serve until the 2027 annual meeting or until their respective successor is elected and qualified: Ms. Jyrl James and David Sandberg.
I second the nomination.
We have received nominations to elect two Class One directors to our Board of Directors, each to serve until the 2027 annual meeting or until the respective successor is elected and qualified. If there are no further nominations, I will entertain a motion that the nominations for the election of two Class One directors be closed.
I move that the nominations for election of directors be closed.
I second the motion.
All in favor? All opposed? The nominations are now closed as we received the positive votes. The second order of business is the ratification of the appointment of Cherry Bekaert LLP as the company's independent auditors for the fiscal year September 30th, 2026, the Auditor Ratification Proposal. This proposal needs to be approved by the affirmative vote of shares of common stock representing a majority of votes cast on the proposal, virtually present or represented by proxy at the annual meeting. I will entertain a motion for the Auditor Ratification Proposal.
I so move.
I second the motion.
All in favor? All opposed? The Auditor Ratification Proposal is now closed. The third order of business is to approve an amendment to the company's Article of Incorporation to effect a one for 30 Reverse Stock Split, whereby every 30 shares of the authorized, issued, and outstanding shares of common stock shall be combined into one share of authorized, issued, and outstanding common stock. The Reverse Stock Split of the company. This proposal needs to be approved by a majority of the issued and outstanding shares entitled to vote on the proposal, virtually present or represented by proxy at the annual meeting. I will entertain a motion for the Reverse Stock Split Proposal.
I so move.
I second the motion.
All in favor? All opposed? The Reverse Stock Split Proposal is now closed. The fourth order of business is the approval of the non-binding advisory to approve the compensation paid to the company's named executive officers, Say-On-Pay Resolution. This proposal needs to be approved by an affirmative vote of shares of common stock representing the majority of shares entitled to vote on the proposal, virtually present or represented by proxy at the annual meeting. I will entertain a motion for the Say-On-Pay Resolution.
I move that the Say-On-Pay Resolution be presented to the stockholders.
I second the motion.
The Say-On-Pay Resolution is now closed. The fifth order of business is the approval of any adjournment or postponement of the annual meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the annual meeting to approve the reverse stock split and/or capital increase the Adjournment Proposal. This proposal needs to be approved by an affirmative vote of shares of common stock representing the majority of shares entitled to vote on the proposal, virtually present or represented by proxy at the annual meeting. I will entertain a motion for the Adjournment Proposal.
I move that the Adjournment Proposal be presented to the stockholders.
I second the motion.
The Adjournment Proposal is now closed. I now call for votes for the Board Election Proposal, the Auditor Ratification Proposal, the Reverse Stock Split Proposal, the Say-On-Pay Resolution, and the Adjournment Proposal. Now, I would like to have the Inspector of Election complete his report showing a final count of the stock represented here today and the tally of votes cast in regard to each proposal.
As the Inspector of Election, I hereby report that there are 80,482,757 shares of common stock entitled to vote represented at this meeting, compromising approximately 73% of the outstanding common stock of the company. In voting for two class one directors, I hereby report that Ms. Jyrl James and Mr. David Sandberg each received a plurality of the votes cast. In voting for the Auditor Ratification Proposal, I hereby report that 79,531,790 shares of the company's common stock, representing approximately 98% of the shares of common stock represented with respect to this proposal.
In voting to approve an amendment to the company's articles of incorporation to effect a one for 30 Reverse Stock Split, whereby every 30 shares of the authorized, issued, and outstanding common stock shall be combined into one share of authorized, issued, and outstanding common stock of the company. I hereby report 65,054,484 shares of common stock voted in favor of this proposal, representing approximately 59% of the shares of common stock represented with respect to this proposal.
In voting to approve the Say-On-Pay Resolution, I hereby report that 39,532,887 shares of common stock voted in favor of this proposal, representing approximately 62% of the shares of common stock represented with respect to this proposal. In voting to approve the Adjournment Proposal, I hereby report that 47,959,646 shares of common stock voted in favor of this proposal, representing approximately 76% of the shares of common stock represented with respect to this proposal.
Thank you, Henry. I declare that Ms. Jyrl James and David Sandberg have been elected as class one directors of the company, each to serve until the 2027 annual meeting or until respective successor is elected and qualified. The appointment of Cherry Bekaert LLP as independent auditors of the company for the fiscal year September 30th, 2026, has been ratified. The amendment to the company's articles of incorporation to effect a one for 30 Reverse Stock Split, whereby every 30 shares of the authorized, issued, and outstanding shares of common stock shall be combined into one share of authorized, issued, and common stock of the company has been approved. The Say-On-Pay Resolution has been approved, and the Adjournment Proposal has been approved. I hereby make a motion to adjourn the meeting to October 8th, 2026, to solicit additional votes to approve the capital increase proposal.
I move that the annual meeting be adjourned and moved to October 8th, 2026.
I second the motion.
There be no objections to the motion made to adjourn this annual meeting to October 8th, 2026. I hereby declare this annual meeting adjourned to.