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): September 30, 2026

 

GEE GROUP INC.

(Exact name of registrant as specified in its charter)

 

Illinois

 

1-05707

 

36-6097429

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

7751 Belfort Parkway, Suite 150, Jacksonville, Florida

 

32256

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (630) 954-0400

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered 

Common Stock, no par value

 

JOB 

 

NYSE American

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ☐ 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 30, 2026, GEE Group Inc. (the “Company”) (NYSE American: JOB) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The five proposals listed below were approved by the stockholders at the Annual Meeting. The Annual Meeting was adjourned, in part, to October 8, 2026, to allow the Company to solicit additional votes with respect to an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock, no par value (the “Common Stock”) of the Company from 6,666,666.6667 shares, post Reverse Stock Split, to 200,000,000 shares (the “Capital Increase”) proposal only. The Company is soliciting additional votes only with respect to the Capital Increase proposal. The following matters were considered and approved at the Annual Meeting:

 

1. Election of two Class I Directors

 

Stockholders elected the Company’s two Class I nominees for director each to serve until the 2027 annual meeting of stockholders or until their respective successor is elected and qualified. The voting results were as follows:

 

 

 

For

 

 

Withheld

 

 

Broker Non-Vote

 

(1) Ms. Jyrl James

 

 

51,811,759

 

 

 

11,078,186

 

 

 

17,592,812

 

(2) Mr. David Sandberg

 

 

59,743,701

 

 

 

3,146,244

 

 

 

17,592,812

 

 

2. Approval and Ratification of Auditors

 

Stockholders approved and ratified the appointment of Cherry Bekaert LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The voting results were as follows:

 

For

 

 

Against

 

 

Abstentions

 

 

79,531,790

 

 

 

368,826

 

 

 

582,141

 

 

3. Approval of the Reverse Stock Split

 

Stockholders approved an amendment to the Company’s Articles of Incorporation to effect a one-for-thirty reverse stock split whereby every thirty (30) shares of the authorized, issued and outstanding shares of Common Stock shall be combined into one (1) share of authorized, issued and outstanding Common Stock of the Company (the “Reverse Stock Split”). The voting results were as follows:

 

For

 

 

Against

 

 

Abstentions

 

 

65,054,484

 

 

 

13,617,801

 

 

 

1,810,472

 

 

4. Advisory Say-on-Pay Resolution

 

Stockholders approved the following resolution “RESOLVED that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the compensation tables and the related disclosure contained in the proxy statement set forth under the caption “Election of Directors Proposal—Executive Compensation”. The voting results were as follows:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Vote

 

 

39,532,887

 

 

 

20,143,411

 

 

 

3,213,647

 

 

 

17,592,812

 

 

5. Approval of the Adjournment or Postponement

 

Stockholders approved 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 voting results were as follows:

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Vote

 

 

47,959,646

 

 

 

14,360,998

 

 

 

569,301

 

 

 

17,592,812

 

 

 
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SIGNATURES

 

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, thereunto duly authorized.

 

 

GEE GROUP INC.

    

Date: October 2, 2026

By:

/s/ Kim Thorpe

 

Name:

Kim Thorpe

 
 

Title:

Chief Financial Officer

 

 

 
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