8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2023

DISTRIBUTION SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

(773) 304-5050

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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.  ☐

(a) On May 19, 2023, Distribution Solutions Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). There were 21,121,570 shares of common stock entitled to be voted, of which 20,654,665 shares or 97.8% were represented in person or by proxy at the Annual Meeting.

(b) The Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2023, and the final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i) Proposal One: The following directors were elected to the Company’s Board of Directors (the “Board”), and the voting for each director was as follows:

(ii) Proposal Two: BDO USA, LLP was ratified as the Company’s independent registered public accounting firm for 2023 by the following vote:

(iii) Proposal Three: The advisory, non-binding vote on executive compensation was approved by the following vote:

(iv) Proposal Four: The advisory, non-binding vote on the frequency of holding future advisory stockholder votes to approve the compensation of the Company’s named executive officers was approved to be every one year, and the voting was as follows:

While this advisory vote on the frequency of future advisory stockholder votes on the compensation of the Company’s named executed offices is not binding on the Company’s Board, the Board expects to consider the results of the vote on this item at its next regular meeting. The Company will disclose such determination on the frequency of future advisory stockholder votes on the compensation of the Company’s named executive officers in an amendment to this Current Report on Form 8-K to be filed within 150 days of the Annual Meeting in accordance with Item 5.07(d) of Form 8-K.

SIGNATURES

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