GEE Group Inc. (JOB) Earnings Call Transcript & Summary

Ladies and gentlemen, I am Derek E. Dewan, Chairman of the Board of Directors of GEE Group, Inc. and Chairman of this annual meeting. I hereby call the Annual Meeting of Stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to the annual meeting. Mr. Thorpe, Chief Financial Officer and Corporate Secretary, is virtually attending the Annual Meeting of Stockholders. Also attending virtually are GEE Group's Board members, except for Mr. Bill Isaac, who unfortunately could not be with us today because of a death in his family. And our condolences to him and his family. We also have Matt Miller of FORVIS LLP, the company's independent public accountants; Henry Farrell of Continental Transfer & Trust Company, the company's transfer agent; and Lili Taheri of Loeb & Loeb LLP, the company's securities counsel, also attending the annual meeting virtually. The polls are open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so and are a stockholder of record, which means you hold your shares in your own name and not through a brokerage account, as of August 8, 2023, you must submit your vote online now in order for it to be counted. If you are a stockholder of record as of that date and have not yet voted, I encourage you to vote online now. After the formal part of our meeting has concluded, we will answer any appropriate questions you may have. Stockholders who are attending the meeting with a valid control number may submit questions or comments for the Q&A portion of this meeting through the text box located on the virtual meeting screen. We will try to answer questions submitted that are germane to the proposals and/or this annual meeting as and if we have time. Please submit your questions now to make sure they are received in a timely fashion for our review and response. I have asked Kim Thorpe to act as Secretary of this annual meeting and to record the minutes of this annual meeting. Before considering the business to be discussed at this annual meeting, I would like Mr. Thorpe to report on the formal steps taken in connection with the annual meeting.

Mr. Chairman, the Board of Directors has adopted resolutions, which provide that this annual meeting be held today, and which fixed the close of business on August 8, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting. I hereby present the affidavit of Robert Zubrycki, an employee of Continental, which states that the notice of the Annual Meeting of Shareholders, proxy statement and annual report on Form 10-K and proxy card were first mailed on August 18, 2023, to each holder of the company's common stock at the close of business on the record date. I also have at this annual meeting a list of stockholders of the company's common stock as of the record date that has -- that was compiled by Continental and is available for viewing by stockholders of record at this annual meeting by following the instructions in the online portal. The list sets forth each stockholder's address and holdings as they appear on the records of Continental and on the company's share ledger. According to this list, there were 113,145,730 shares of common stock issued and outstanding on the record date. Each outstanding share of common stock is entitled to 1 vote per share on the matters presented to this annual meeting.

Thank you, Mr. Thorpe. I would like you to file the affidavit as to the mailing of the proxy material in the minute book of the company with the minutes of this annual meeting. I hereby appoint Mr. Henry [ Farrell ] to act as the Inspector of Election of this meeting. The Inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.

Mr. Chairman, I present to you the oath signed by the Inspector of Election.

The oath of the Inspector of Elections will be filed with the minutes of the annual meeting. Will the Inspector of Election now provide us with a count of the stockholders virtually present or by proxy?

Mr. Chairman, I can report that on a preliminary count indicates the presence of a quorum. I'm in the process of completing a count of all stockholders virtually present or by proxy and will render an exact report at the end of the annual meeting.

Since the holders of record of at least a majority of the outstanding shares of common stock entitled to vote at this annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business is the selection of 3 Class 1 directors to our Board of Directors, each to serve until the 2026 annual meeting or until the respective successor is elected and qualified. The Board election proposal, the persons receiving an affirmative vote of shares of common stock representing a plurality of the votes cast on the proposal at the annual meeting virtually present or represented by proxy shall serve until the 2026 Annual Meeting or until their respective successor is elected and qualified. I hereby open the floor for nominations.

Mr. Chairman, as a stockholder of record of the company, I hereby nominate the following persons for election as a Class 1 director to serve until the 2026 Annual Meeting or until their respective successor is elected and qualified. Those are Mr. William Isaac, Ms. Jyrl James and Mr. David Sandberg.

I second the nomination.

We have received nominations to elect 3 Class I directors to our Board of Directors, each to serve until the 2026 Annual Meeting or until their respective successor is elected and qualified. If there are no further nominations, I will entertain a motion that the nominations for the election of 3 Class 1 directors be closed.

I move that the nominations for the election of directors be closed.

I second the motion.

The nominations are closed. The second order of business is the ratification of the appointment of FORVIS LLP as the company's independent auditors for the fiscal year ended September 30, 2023. The auditor's ratification proposal, this proposal needs to be approved by the affirmative vote of shares of common stock representing a majority of votes cast on the proposal, virtually present or represented by proxy, at the annual meeting. I will entertain a motion for the auditor's ratification proposal.

I shall move.

I second the motion.

The auditor's ratification proposal is now closed. The third order of business is the approval of a non-binding advisory resolution to approve the compensation paid to the company's named executive officers, the say-on-pay resolution. This proposal needs to be approved by an affirmative vote of at least a majority of the votes cast on the proposal virtually present or represented by proxy at the annual meeting. I will entertain a motion for the say-on-pay resolution.

I move that the say-on-pay resolution be presented to the stockholders.

I second the motion.

The say-on-pay resolution is now closed. The final order of business is the approval of a non-binding advisory resolution to determine the frequency of the non-binding advisory vote on executive compensation, the say-on-pay frequency resolution. This proposal needs to be approved by a plurality of the votes cast for 1 of choices presented on the proposal present in person or represented by proxy at the annual meeting. I will entertain a motion for the say-on-pay frequency resolution.

I move that the say-on-pay frequency resolution be presented to the stockholders.

I second the motion.

The say-on-pay frequency resolution is now closed. Are there any other matters to be brought before this meeting? I now call for votes for the Board election proposal, the auditor ratification proposal, the say-on-pay resolution and the say-on-pay frequency resolution. Now I would like to have the Inspector of Election complete his report showing a final count of the stock represented here today and the tally of votes cast in regard to each proposal.

As the Inspector of Election, I hereby report that there are 83,284,090 shares of common stock entitled to vote representing at this meeting, comprising approximately 73% of the outstanding common stock of the company. In voting for 3 Class 1 directors, I hereby report that Mr. William Isaac, Mrs. Jyrl James and Mr. David Sandberg each received a plurality of the votes cast. In voting for the auditor ratification proposal, I hereby report that 75,725,219 shares of the company's common stock, representing approximately 90% of the shares of common stock represented with respect to this proposal. In voting to approve the say-on-pay resolution, I hereby report 40,528,769 shares of common stock voted in favor of this proposal, representing approximately 75% of the shares of common stock represented with respect to this proposal. In voting to approve the say-on-pay frequency resolution, I hereby report 27,557,125 shares of common stock voted in favor for every 3 years for this proposal.

Thank you, Henry. I declare that Mr. William Isaac, Ms. Jyrl James and Mr. David Sandberg have been elected as Class 1 directors of the company, each to serve until the 2026 Annual Meeting or until their respective successor is elected and qualified. The appointment of FORVIS LLP as independent auditors of the company for the fiscal year September 30, 2023 has been ratified. The say-on-pay resolution has been approved, and the say-on-pay frequency resolution has been approved for every 3 years.

I move that the annual meeting be adjourned.

I second the motion.

There being no objections to the motion made to adjourn this annual meeting, I hereby declare this annual meeting adjourned.