GEE Group (JOB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 5, 2024, to elect three Class II directors and ratify the appointment of Cherry Bekaert LLP as the independent auditor for fiscal 2024.

• Shareholders of record as of July 29, 2024, are eligible to vote, with each share entitled to one vote per proposal.

• The Board recommends voting FOR all director nominees and FOR the auditor ratification.

• Proxy materials and the annual report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Elect Darla Moore, Matthew Gormly, and J. Randall Waterfield as Class II directors for terms expiring at the 2027 annual meeting.

• Proposal 2: Ratify Cherry Bekaert LLP as the independent registered public accounting firm for fiscal year ending September 30, 2024.

• Shareholders may submit proposals for the 2025 annual meeting by following specific by-law and SEC requirements.

• No appraisal or dissenters' rights are available for these proposals.

Board of directors and corporate governance

• The Board consists of nine directors in three staggered classes, with a mix of experienced business leaders.

• Thomas Vetrano serves as Lead Independent Director, enhancing board oversight and governance.

• All directors except the CEO are considered independent under NYSE American standards.

• Five standing committees: Audit, Compensation, Nominating, Corporate Governance, and Mergers & Acquisitions.

• The Board and committees met regularly in fiscal 2023, with high attendance.