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 this Annual Meeting of Stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this annual meeting. Mr. Kim Thorpe, Chief Financial Officer and Corporate Secretary, is virtually attending this Annual Meeting of Stockholders. Also attending are GEE Group's Board members. We also have Rick Creese, partner of Cherry Bekaert LLP, the company's independent public accountants and Lili Taheri of Loeb & Loeb LLP, the company's securities council, attending this annual meeting virtually. Henry Farrell of Continental Stock Transfer & Trust Company, the company's transfer agent, is also attending this 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 the shares in your own name and not through a brokerage account as of July 29, 2025, 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. 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 July 29, 2025, 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, annual report on Form 10-K and proxy card were first mailed on August 7, 2025, 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 was compiled by Continental and is available for viewing by stockholders of record at this annual meeting by following instructions in the online portal. This 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 109,413,244 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 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.

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

The oath of the Inspector of Election will be filed with the minutes of this annual meeting. Will the Inspector of Elections now provide us with a count of the stockholders present in person 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 of the shareholders 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 election of 3 Class III directors to our Board of Directors, each to serve until the 2028 Annual Meeting or until their 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 2028 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 Class III directors, each to serve until the 2028 Annual Meeting or until their respective successor is elected and qualified. Mr. Derek Dewan, Mr. Peter Tanous, Mr. Thomas Vetrano.

I second the nominations.

We have received nominations to elect 3 Class III directors to our Board of Directors, each to serve until the 2028 Annual Meeting or until the 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 III directors be closed.

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

I second the motion.

All in favor? Signified by aye.

Aye.

Any opposed? The nominations are now closed. The second order of business is the ratification of the appointment of Cherry Bekaert LLP as the company's independent auditors for the fiscal year September 30, 2025, 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 so move.

I second the motion.

All in favor? Any opposed? The auditor's ratification proposal is now closed. Are there any other matters to be brought before this meeting? I now call for votes for the Board election proposal and the auditor ratification proposal. 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 80,810,159 shares of common stock entitled to vote represented at this meeting, comprising approximately 70% of the outstanding common stock of the company. In voting for the 3 Class III directors, I hereby report that Mr. Derek Dewan, Mr. Peter Tanous and Mr. Thomas Vetrano each received a plurality of the votes cast. In voting for the auditor ratification proposal, I hereby report that 78,394,877 shares of the company's common stock, representing approximately 68% of the shares of common stock represented with respect to this proposal.

Thank you, Henry. I declare that Mr. Peter Tanous, Thomas Vetrano and I have been elected as Class III directors of the company, each to serve until the 2028 Annual Meeting or until respective successor is elected and qualified. And the appointment of Cherry Bekaert LLP as independent auditors of the company for the fiscal year September 30, 2025, has been ratified.

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.