GLOBAL INDUSTRIAL Co
For the period ended Dec 31, 2025. Filed Apr 22, 2026.
View on SEC.govAbout this filing
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 22, 2026
Contents
Proxy Statement Executive Summar
Proxy Statement Executive Summary
The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.
Information About Our 2026 Annual Meeting of Stockholders
| DATE AND TIME: | Monday, June 1, 2026 at 12:00 p.m. Eastern Time |
|---|---|
| LOCATION: | Visit www.virtualshareholdermeeting.com/GIC2026 and use your 16-digit control number |
| RECORD DATE: | Thursday, April 9, 2026 |
Items of Business and Board of Directors' Vote Recommendations
| Proposal | Board Vote Recommendation | Page Number | |
|---|---|---|---|
| Proposal 1: | To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify | ü FOR each director nominee | Page 10 |
| Proposal 2: | To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026 | ü FOR | Page 53 |
| Proposal 3: | Advisory (non-binding) vote to approve the compensation of the Company's named executive officers | ü FOR | Page 55 |
| Proposal 4: | To approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan | ü FOR | Page 56 |
Our Directors (Pages 10-13)
| Name · Age · Director Since · Independent · AC · CC · N/CGC · EC | ||||||
|---|---|---|---|---|---|---|
| Richard B. Leeds(1) | 66 | 1995 | No | |||
| Bruce Leeds | 70 | 1995 | No | |||
| Robert Leeds | 70 | 1995 | No | |||
| Anesa T. Chaibi(2) | 59 | 2025 | No | |||
| Chad M. Lindbloom(3) | 61 | 2017 | Yes | C | ||
| Gary S. Michel(3) | 63 | 2024 | Yes | C | ||
| Paul S. Pearlman(3) | 72 | 2019 | Yes | C | ||
| Robert D. Rosenthal(3) | 77 | 1995 | Yes | |||
(1) Executive Chairman of the Board
(2) Chief Executive Officer
(3) Audit Committee Financial Expert
KEY: AC = Audit Committee CC = Compensation Committee
N/CGC = Nominating/Corporate Governance Committee EC = Executive Committee
= Member C = Chair
Global Industrial Company 2026 Proxy Statement | 1
Information About Our Board and Principal Committees (Pages 21-23)
| Number of Members | Independent | Number of Meetings During 2025 | |
|---|---|---|---|
| Full Board of Directors | 8 | 50% | 8 |
| Audit Committee | 4 | 100% | 8 |
| Compensation Committee | 4 | 100% | 6 |
| Nominating/Corporate Governance Committee | 3 | 100% | 5 |
Our Corporate Governance (Page 14)
We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Please refer to the table on page 14 of this Proxy Statement for a more detailed description of our corporate governance practices.
| WHAT WE DO: | WHAT WE DON'T DO: | ||
|---|---|---|---|
| ✓ | All Board Committees Composed 100% of Independent Directors | X | No Supermajority Voting Requirements |
| ✓ | Active Board and/or Committee Oversight of Risk Management, Cybersecurity and Artificial Intelligence | X | No Poison Pill |
| ✓ | Annual Say-on-Pay Vote | X | No Classified Board |
| ✓ | Lead Independent Director, Regular Executive Sessions of Independent Directors and Rotation of Committee Leadership | X | No Material Restrictions on Stockholder Rights |
| ✓ | Annual Board and Committee Self-Evaluations | X | No Overboarded Directors |
Our Pay and Governance Practices (Page 29)
Our commitment to good governance is further reflected in our executive compensation philosophy designed to reinforce alignment between pay and performance. Our executive compensation program includes a number of features intended to reflect best practices in the market and to help ensure that the program reinforces our stockholders’ interests. Please refer to the table on page 29 of this Proxy Statement for a more detailed description of our pay and governance practices.
| WHAT WE DO: | WHAT WE DON'T DO: | ||
|---|---|---|---|
| ✓ | Pay for Performance Alignment | X | No Dividends on Unearned Performance-Based Equity Awards |
| ✓ | Caps on Payouts of Annual Non-Equity Incentive Compensation | X | No Stock Trading Plans Without Committee Approval and Oversight |
| ✓ | Adoption of Minimum Stock Ownership Requirements for Our Executive Officers and Non-Management Directors to Reinforce Alignment with Stockholders | X | No Compensation or Incentives that Encourage Unnecessary or Excessive Risk-Taking |
| ✓ | Independent Compensation Committee Advised by Independent Compensation Consultant | X | No Supplemental Retirement Benefits for Executives |
| ✓ | Maintain Stockholder Engagement Program | X | No Liberal Share Recycling under Equity Compensation Plans |
2 | Global Industrial Company 2026 Proxy Statement
Independent Auditor (Page 53)
Ernst & Young LLP, an independent registered public accounting firm, served as the Company's independent auditor for fiscal year 2025. Our Audit Committee has selected Ernst & Young LLP to audit our financial statements for fiscal year 2026. Although it is not required to do so, the Board is submitting the Audit Committee’s selection of the Company's independent auditor for ratification by the stockholders at the Annual Meeting in order to ascertain the view of our stockholders regarding such selection. Below is summary information about the fees billed to us by Ernst & Young LLP for services during fiscal years 2025 and 2024, all of which were pre-approved by the Audit Committee:
| Fee Category | 2025($) | 2024($) |
|---|---|---|
| Audit fees(1) | 2,025,500 | 1,623,266 |
| Audit-related fees(2) | 844,980 | 607,721 |
| Tax fees(3) | 0 | 0 |
| All other fees(4) | 0 | 0 |
| Total | 2,870,480 | 2,230,987 |
(1)In accordance with the SEC’s definitions and rules, "audit fees" are fees that were billed to Global Industrial by Ernst & Young LLP for the audit of our annual financial statements, to be included in the Form 10-K, and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; for the attestation of management’s report on the effectiveness of internal control over financial reporting; and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.
(2)"Audit-related fees" are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including services in connection with assisting Global Industrial in our compliance with our obligations under Section 404 of the Sarbanes-Oxley Act and related regulations.
(3)Ernst & Young LLP did not provide any professional services for tax compliance, planning or advice in 2025 or 2024.
(4) Consists of fees billed for other professional services rendered to the Company.
Global Industrial Company 2026 Proxy Statement | 3
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