Distribution Solutions Group Inc

DEF 14A 1 a2023proxy.htm DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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301 Commerce Street, Suite 1700

Fort Worth, TX 76102

Dear Fellow Stockholders:

You are cordially invited to attend our Annual Meeting of Stockholders of Distribution Solutions Group, Inc. ("DSG", the "Company", "Distribution Solutions Group", "we" or "us"), which will be held solely online via live webcast at 10:00 a.m., Central Time, on Thursday, May 23, 2024. Further information about the meeting and the matters to be considered is contained in the formal Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages.

2023 was a successful year for Distribution Solutions Group. We delivered results that were aligned with our strategic initiatives and achieved significant progress toward our long-term value-creation goals. Our leadership team in 2023 demonstrated its ability to accelerate growth through accretive acquisitions, organic growth, and key operational improvement programs. We plan to drive sustainable growth in the future through DSG’s unique, high-touch service models in fragmented end markets with scale in specialty distribution. We remain excited about our acquisition pipeline, which we expect to continue to accelerate growth in 2024 and beyond. Our vision is to leverage our distinct platform of products, solutions, and capabilities to capitalize on strong secular tailwinds, organic and inorganic growth, and long-term profitability and cash flow, creating long-term value for our shareholders.

It is important that your shares be represented at this meeting. Whether or not you plan to attend, we hope that you vote using one of the available voting options outlined on your proxy card.

I am proud of our team’s dedication and progress and want to thank the Board and all of our stakeholders for making 2023 a successful year.

Sincerely,

J. Bryan King

Chairman, President, and Chief Executive Officer

301 Commerce Street, Suite 1700

Fort Worth, TX 76102

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

May 23, 2024

TO THE STOCKHOLDERS:

We are very pleased that this year’s Annual Meeting will again be a virtual meeting of stockholders, which will be conducted solely online via live webcast on May 23, 2024, at 10:00 a.m., Central Time. You will be able to attend and participate in the Annual Meeting online and vote your shares electronically by visiting: www.meetnow.global/M6ZCFXZ on the meeting date and time described in the accompanying proxy statement.

We continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

What will I be voting on?

Who is entitled to vote at the Annual Meeting?

You may vote at the meeting if you were a Distribution Solutions Group, Inc. stockholder of record at the close of business on the record date. The Board of Directors of the Company (the “Board” or “Board of Directors”) has fixed the close of business on March 28, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Accompanying this Notice is a Proxy, a Proxy Statement and a copy of the Company's 2023 Annual Report on Form 10-K.

Important Note Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 23, 2024: A copy of this Notice, the accompanying Proxy Statement and the Company's 2023 Annual Report on Form 10-K are available at www.edocumentview.com/DSGR.

By Order of the Board of Directors

Richard D. Pufpaf

Secretary

Fort Worth, Texas

April 10, 2024

The accompanying Proxy Statement is dated April 10, 2024, and the accompanying Proxy Statement and form of proxy are first being sent to Company stockholders on or about April 10, 2024.

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