GEE Group Inc. Enters Cooperation Agreement, Board Declassification

What Happened

• On August 21, 2026, GEE Group Inc. (NYSE American: JOB) announced a Cooperation Agreement with Star Equity Fund, LP under which the Company agreed to declassify its Board of Directors.
• Under the agreement, directors elected at the 2026 Annual Meeting will serve until the 2027 Annual Meeting; following the 2026 meeting a majority of directors will be elected to one‑year terms at the 2027 Annual Meeting; and any directors elected or appointed after August 21, 2026 will serve one‑year terms expiring at the next annual meeting.
• Star Equity Fund agreed to withdraw its notice of intent to nominate a director and to present a business proposal at the 2026 Annual Meeting, to cease solicitations related to that meeting, and to vote the shares it beneficially owns in accordance with the Board’s recommendations subject to limited exceptions. The parties also agreed to customary standstill and non‑disparagement provisions.

Key Details

• Date of agreement: August 21, 2026.
• Ownership cap: Star Equity Fund agreed not to acquire more than 7.5% of outstanding common stock in the aggregate.
• Voting commitments: Star Equity will vote its shares with the Board’s recommendations (with limited exceptions for ISS/Glass Lewis advice and for certain Extraordinary Transactions or amendments).
• Term: The Cooperation Agreement terminates at the earlier of the opening of the advance notice period for 2027 director nominations or 120 days before the one‑year anniversary of the 2026 Annual Meeting; earlier termination is allowed for uncured material breaches.

Why It Matters

• The agreement reduces the likelihood of a proxy contest at the 2026 Annual Meeting by removing Star Equity Fund’s active nomination and solicitation plans. That lowers near‑term governance disruption for the Company.
• Board declassification means future directors will be elected annually rather than serving staggered multi‑year terms, increasing shareholder influence over board composition and potentially accelerating changes in governance.
• Limits on Star Equity Fund’s stake (7.5%) and its voting/standstill commitments constrain activist pressure in the near term but leave shareholders information about potential future proposals tied to Extraordinary Transactions or material amendments.