Distribution Solutions Group, Inc.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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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, 2025 · Filed Apr 1, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under § 240.14a-12
Distribution Solutions Group, Inc.
(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 all boxes that apply):
þ No fee required
o Fee previously paid with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Distribution Solutions Group, Inc.
301 Commerce Street, Suite 1700
Fort Worth, TX 76102
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
May 14, 2026
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 14, 2026, 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/MHJTGL9 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?
| Proposals | Page Number | Board Recommendation |
|---|---|---|
| 1. Election of seven directors | 8 | FOR each nominee |
| 2. Ratification of the appointment of Grant Thornton LLP | 12 | FOR |
| 3. To approve, on an advisory basis, the compensation of our named executive officers (say-on-pay) | 13 | FOR |
| 4. Approval of DSG's Amended and Restated 2026 Equity Compensation Plan | 15 | FOR |
| 5. Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof. | ||
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 20, 2026, 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 2025 Annual Report on Form 10-K.
Important Note Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 14, 2026: A copy of this Notice, the accompanying Proxy Statement and the Company's 2025 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 1, 2026
The accompanying Proxy Statement is dated April 1, 2026, and the accompanying Proxy Statement and form of proxy are first being sent to Company stockholders on or about April 1, 2026.
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers about the 2026 Annual Meeting and Voting | 4 |
| Proposal One - Election of Directors | 8 |
| Proposal Two - Ratification of the Appointment of Grant Thornton LLP | 12 |
| Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation | 13 |
| Proposal Four - Approval of the Amended and Restated Equity Compensation Plan | 15 |
| Share Ownership of Certain Beneficial Owners and Management | 17 |
| Corporate Governance | 19 |
| Remuneration of Executive Officers | 27 |
| Compensation Discussion and Analysis ("CD&A") | 27 |
| Overview of 2025 Business Performance and Compensation | 27 |
| Compensation Practices, Philosophy and Objectives | 27 |
| Key Factors in Determining Executive Compensation | 28 |
| Role of Compensation Committee in Setting Executive Compensation | 28 |
| Role of Executives in Setting Compensation | 30 |
| Compensation Committee Interlocks and Insider Participation | 30 |
| Role of the Independent Compensation Consultant | 30 |
| Response to Say-On-Pay Vote | 30 |
| Current Elements of Named Executive Officer Compensation | 30 |
| Elements of Total Compensation | 31 |
| Base Salary | 31 |
| Annual Incentive Plan (“AIP”) | 32 |
| Equity-Based Incentives/Long-Term Incentive Plan (“LTIP”) | 38 |
| Benefits and Retirement Plans | 39 |
| Employment and Change-in-Control Contracts | 46 |
| Tax and Accounting Considerations | 47 |
| Report of the Compensation Committee | 50 |
| Employment and Compensation Agreements | 48 |
| 2025 Summary Compensation Table | 51 |
| All Other Compensation in 2025 | 52 |
| Grants of Plan Based Awards in 2025 | 53 |
| Outstanding Equity Awards on December 31, 2025 | 54 |
| SPR/Option Exercises and Stock Vested in 2025 | 56 |
| Non-qualified Deferred Compensation in 2025 | 57 |
| Summary Table of Potential Payments Upon Termination or Change in Control | 58 |
| Director Compensation in 2025 | 61 |
| Certain Relationships and Related Transactions | 62 |
| Fees Billed to the Company by Grant Thornton LLP | 65 |
| Report of the Audit Committee of the Board of Directors | 66 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 67 |
| Householding of Annual Meeting Materials | 67 |
| Deadline for Receipt of Stockholder Proposals for 2027 Annual Meeting | 67 |
| Appendix A | 69 |
| Appendix B | 1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.