Distribution Solutions Group, Inc. 8-K

What Happened
Distribution Solutions Group, Inc. held its 2026 Annual Meeting of Stockholders on May 14, 2026 and filed an 8-K reporting the results. Of 46,192,457 shares entitled to vote, 42,836,503 shares (92.7%) were represented in person or by proxy. All seven director nominees were elected; individual vote totals were:

• I. Steven Edelson — For: 40,228,469; Withheld: 2,608,034
• Lee S. Hillman — For: 40,254,781; Withheld: 2,581,722
• J. Bryan King — For: 39,915,665; Withheld: 2,920,838
• Mark F. Moon — For: 38,681,260; Withheld: 4,155,243
• Bianca A. Rhodes — For: 39,880,426; Withheld: 2,956,077
• M. Bradley Wallace — For: 39,676,651; Withheld: 3,159,852
• Robert S. Zamarripa — For: 40,328,446; Withheld: 2,508,057

Key Details

• Auditor ratified: Grant Thornton, LLP was ratified as independent registered public accounting firm for 2026 — For: 42,303,661; Against: 8,823; Abstain: 524,019.
• Advisory vote on executive compensation (say-on-pay) — For: 39,679,024; Against: 52,608; Abstain: 737,975; Broker Non‑Voters: 2,366,896.
• Equity plan approved: Distribution Solutions Group’s Amended and Restated 2026 Equity Compensation Plan — For: 37,583,712; Against: 1,633,976; Abstain: 1,251,919; Broker Non‑Voters: 2,366,896.

Why It Matters
These outcomes confirm the company’s board slate and governance plans for 2026. Ratifying the auditor maintains continuity for financial reporting. The advisory approval of executive compensation indicates shareholder support for pay practices (non‑binding), while approval of the 2026 Equity Compensation Plan authorizes additional equity awards that management can use for hiring and retention—potentially dilutive to existing shareholders. The presence of about 2.37 million broker non‑votes on non‑routine items highlights a sizable amount of shares that were not voted on those proposals by brokers for lack of instructions from beneficial owners.