GEE Group (JOB) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on September 4, 2025, with shareholders voting on the election of three Class III directors and the ratification of Cherry Bekaert LLP as the independent auditor for fiscal 2025.

• Only shareholders of record as of July 29, 2025, are entitled to vote, with a quorum requiring a majority of outstanding shares.

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

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors (Peter Tanous, Thomas Vetrano, Derek Dewan) to serve until the 2028 annual meeting.

• Proposal 2: Ratify Cherry Bekaert LLP as the independent registered public accounting firm for fiscal 2025.

• Shareholders may submit proposals or director nominations for the 2026 meeting by following specific advance notice and SEC rules.

Board of directors and corporate governance

• The Board is classified into three staggered classes, with nine directors serving terms expiring in 2025, 2026, and 2027.

• 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.

• Shareholder communications and director nomination procedures are established.