false 0000945983 0000945983 2025-06-03 2025-06-03

 ​

 ​

 ​

 

FORM 8-K

 ​

 ​

 ​

Pursuant to Section 13 or 15(d) of the

 ​

Date of Report (Date of earliest event reported): June 3, 2025

 ​

 ​

(Exact name of registrant as specified in its charter)

 ​

 ​

 ​

 ​

(Registrant’s telephone number, including area code)

 ​

(Former name or former address, if changed since last report)

 ​

 ​

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 ​

 ​

 ​

 ​

 ​

Securities registered pursuant to Section 12(b) of the Act:

 

 ​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 ​

Emerging growth company       ☐

 ​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 ​

 

 

Climb Global Solutions, Inc. (the “Company”) held the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) on June 3, 2025. At the 2025 Annual Meeting, 3,434,788 shares of the Company’s common stock were represented either in person or by proxy, which is equal to 74.92% of the Company’s issued and outstanding common stock as of the record date. At the 2025 Annual Meeting, the Company’s stockholders (i) elected the five nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; (iii) took an advisory vote on the frequency of future advisory votes on executive compensation, with the majority preferring that such advisory vote take place annually; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025.

 

Proposal 1: Election of Directors — The final number of votes for, withheld or abstained from voting and broker-non-votes were as follows:

 

 

Proposal 2: Advisory Resolution to Approve Compensation of the Company’s Named Executive Officers— The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

 

Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation— The final number of votes cast for once every year, once every two years, once every three years or abstaining from voting and broker non-votes were as follows:

 

 

Proposal 4: Ratification of the Appointment of Deloitte & Touche, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2025 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 ​

 ​

 ​

 ​

2