GLOBAL INDUSTRIAL Co
For the period ended Dec 31, 2023. Filed Apr 24, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 24, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantý
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under Rule 14a-12
Global Industrial Company
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required
¨Fee paid previously with preliminary materials
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
April 24, 2024
Dear Fellow Stockholders:
We are pleased to invite you to attend virtually the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Global Industrial Company on Monday, June 3, 2024 at 12:00 p.m. Eastern Time. The Annual Meeting will be exclusively conducted via live audio webcast, a format designed to improve stockholder access, and save Global Industrial and our stockholders time and money.
At the Annual Meeting, stockholders will vote on the matters described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement and any other matters properly brought before the Annual Meeting.
As in prior years, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time, lowering the costs and reducing the environmental impact of the Annual Meeting.
The Notice of 2024 Annual Meeting of Stockholders on the following page contains instructions on how to vote by Internet, by telephone or, if you received a proxy card, by mail.
Please take the time to carefully read the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement that follow. Whether or not you plan to attend the Annual Meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by Internet, or, if you received a proxy card, by signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.
We look forward to your participation in the Annual Meeting.
Sincerely,
Barry Litwin
Chief Executive Officer
Global Industrial Company
11 Harbor Park Drive
Port Washington, NY 11050
Notice of 2024 Annual Meeting of Stockholders
| Date and Time: | Monday, June 3, 2024 at 12:00 p.m. Eastern Time |
|---|---|
| Location: | The annual meeting of stockholders (the "Annual Meeting") of Global Industrial Company (the "Company" or "Global Industrial") will be a completely virtual meeting of stockholders, which will be held via live audio webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIC2024, and using your 16-digit control number. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the Annual Meeting online are more fully described in the Proxy Statement. |
| Purpose: | (1)To vote on the election of the eight director nominees named in the Proxy Statement. |
| (2)To vote on the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2024. | |
| (3)To vote on an advisory (non-binding) basis on the compensation of the Company's named executive officers. | |
| (4) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
| Who may vote: | Stockholders of record at the close of business on April 12, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement. |
By order of the Board of Directors,
Adina G. Storch, Esq.
Senior Vice President, General Counsel and Corporate Secretary
April 24, 2024
Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 3, 2024. The Notice of the 2024 Annual Meeting of Stockholders, the Proxy Statement and the 2023 Annual Report are available at www.proxyvote.com or on our website at www.globalindustrial.com.
Table of Contents
| Proxy Statement Executive Summary | 1 |
|---|---|
| General Information | 7 |
| Frequently Asked Questions | 11 |
| Proposal No. 1 – Election of Directors | 13 |
| Corporate Governance | 17 |
| Corporate Governance Overview | 17 |
| Commitment to Stockholder Engagement | 18 |
| Corporate Governance Documents | 18 |
| Board Composition | 18 |
| Board Leadership Structure | 18 |
| Identification and Evaluation of Director Candidates | 19 |
| Board Experience and Skills | 20 |
| Board and Committee Performance Self-Evaluations | 20 |
| Director Independence | 21 |
| Risk Oversight | 22 |
| No Director Overboarding | 22 |
| New Director Orientation | 22 |
| Board Meetings | 23 |
| Meetings of Non-Management Directors | 23 |
| Lead Independent Director | 23 |
| Committees of the Board | 24 |
| Communicating with the Board | 27 |
| Corporate Responsibility at Global Industrial | 28 |
| Environmental, Social and Governance Initiatives | 28 |
| Commitment to Human Sustainability | 33 |
| Director Compensation | 35 |
| General Policy | 35 |
| Non-Management Director Compensation in Fiscal Year 2023 | 35 |
| Executive Officers | 36 |
| Compensation Discussion and Analysis | 39 |
| Executive Summary | 39 |
| Central Objectives and Philosophy of Our Executive Compensation Programs | 39 |
| Pay and Governance Practices | 40 |
| Risk Management and Pay Alignment | 41 |
| Role of the Compensation Committee in Compensation Decisions | 41 |
| Say-on-Pay Responsiveness | 42 |
| NEO Compensation Program | 42 |
| Anti-Hedging and Anti-Pledging Policy | 48 |
| Clawback Policy | 48 |
| Stock Ownership Guidelines | 48 |
| Tax Deductibility of Compensation | 49 |
| Benefits, Perquisites and Other Compensation | 49 |
|---|---|
| Compensation Committee Report | 50 |
| Compensation Committee Interlocks and Insider Participation | 50 |
| Executive Compensation | 51 |
| Summary Compensation Table | 51 |
| Grants of Plan-Based Awards in 2023 | 52 |
| Outstanding Equity Awards at Year-End for Fiscal Year 2023 | 53 |
| Option Exercises and Stock Vested for Fiscal Year 2023 | 54 |
| Employment Arrangements with Named Executive Officers | 55 |
| Potential Payments Upon Termination of Employment or Change in Control | 56 |
| CEO Pay Ratio Disclosure | 61 |
| Pay Versus Performance | 62 |
| Background | 62 |
| Pay Versus Performance Table | 62 |
| Tabular List of Financial Performance Measures | 63 |
| Pay Versus Performance Relationship Descriptions | 64 |
| Proposal No. 2 – Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Auditor for Fiscal Year 2024 | 66 |
| Fees Paid to our Independent Auditor | 66 |
| Audit Committee Pre-Approval Policy | 66 |
| Report of the Audit Committee | 67 |
| Proposal No. 3 – Advisory (Non-Binding) Vote on the Compensation of our Named Executive Officers | 68 |
| Security Ownership Information | 69 |
| Security Ownership of Directors and Management | 69 |
| Security Ownership of Certain Beneficial Owners | 70 |
| Equity Compensation Plans | 71 |
| Certain Relationships and Related Transactions | 72 |
| Related Person Transaction Policy | 72 |
| Transactions with Related Persons | 72 |
| Additional Matters | 73 |
Global Industrial Company 2023 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.