Climb Global Solutions Amends Director/Officer Filings
Ticker: CLMB · Form: 8-K/A · Filed: Feb 4, 2025 · CIK: 945983
Sentiment: neutral
Topics: amendment, management-change, executive-compensation
Related Tickers: CLIM
TL;DR
CLIMB amends 8-K for director/officer changes and comp plans.
AI Summary
Climb Global Solutions, Inc. filed an 8-K/A on February 4, 2025, to amend a previous filing regarding events that occurred on January 9, 2025. The amendment pertains to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers.
Why It Matters
This filing provides updated information on the company's leadership and executive compensation, which can impact investor confidence and strategic direction.
Risk Assessment
Risk Level: low — This is an amendment to a previous filing and does not introduce new material events.
Key Players & Entities
- Climb Global Solutions, Inc. (company) — Registrant
- January 9, 2025 (date) — Date of earliest event reported
- February 4, 2025 (date) — Filing date
FAQ
What specific events are being amended in this 8-K/A filing?
The filing amends information related to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements of certain officers.
What was the original date of the event(s) reported?
The earliest event reported was on January 9, 2025.
When was this amended filing submitted to the SEC?
This 8-K/A was filed as of February 4, 2025.
What is the Commission File Number for Climb Global Solutions, Inc.?
The Commission File Number is 000-26408.
What is the IRS Employer Identification Number for Climb Global Solutions, Inc.?
The IRS Employer Identification Number is 13-3136104.
Filing Stats: 726 words · 3 min read · ~2 pages · Grade level 12.2 · Accepted 2025-02-03 17:37:56
Key Financial Figures
- $0.01 — ch registered Common stock , par value $0.01 per share CLMB The Nasdaq Global Mar
- $285,000 — s follows: (i) an annual base salary of $285,000, (ii) a target short-term incentive bon
- $199,500 — a target short-term incentive bonus of $199,500, subject to the satisfaction of certain
- $330,000 — incentive award with a target value of $330,000 (which will be comprised of 40% time-ba
- $250,000 — ed RSUs with a grant date fair value of $250,000 that will vest in quarterly installment
Filing Documents
- clmb20250203_8ka.htm (8-K/A) — 26KB
- 0001437749-25-002640.txt ( ) — 159KB
- clmb-20250109.xsd (EX-101.SCH) — 3KB
- clmb-20250109_def.xml (EX-101.DEF) — 12KB
- clmb-20250109_lab.xml (EX-101.LAB) — 15KB
- clmb-20250109_pre.xml (EX-101.PRE) — 12KB
- clmb20250203_8ka_htm.xml (XML) — 3KB
From the Filing
clmb20250203_8ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 CLIMB GLOBAL SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 000-26408 13-3136104 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4 Industrial Way West, Suite 300 , Eatontown , New Jersey 07724 (Address of principal executive offices) (Zip Code) 732 - 389-0932 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common stock , par value $0.01 per share CLMB The Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. EXPLANATORY NOTE On January 13, 2025, Climb Global Solutions, Inc. (the " Company ") filed a Current Report on Form 8-K (the " Original 8-K ") in connection with the appointment of Matthew Sullivan to serve as Chief Financial Officer of the Company, effective as of January 10, 2025. This Amendment No. 1 to the Original 8-K (this " Amendment "), is being filed to provide information regarding Mr. Sullivan's compensation as Chief Financial Officer, which had not been determined at the time of the filing of the Original 8-K. Except as expressly set forth herein, this Amendment does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 29, 2025 in connection with the promotion of Mr. Sullivan, upon the recommendation of the Compensation Committee (the " Committee ") of the Board of Directors (the " Board ") of the Company, the Board approved the compensation that Mr. Sullivan will be eligible to receive in 2025 as follows: (i) an annual base salary of $285,000, (ii) a target short-term incentive bonus of $199,500, subject to the satisfaction of certain performance conditions, and (iii) an annual long-term incentive award with a target value of $330,000 (which will be comprised of 40% time-based restricted stock units (" RSU s") and 60% performance-based RSUs). In addition, upon the recommendation of the Committee, the Board granted Mr. Sullivan a one-time award of time-based RSUs with a grant date fair value of $250,000 that will vest in quarterly installments over the next four years, subject to Mr. Sullivan's continued employment with the Company through such vesting date. In addition, the Board designated Mr. Sullivan as a "Tier 2" participant under the Climb Global Solutions, Inc. Executive Severance and Change in Control Plan, a copy of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 20, 2023. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLIMB GLOBAL SOLUTIONS, INC. Date: February 3, 2025 By: /s/ Matthew Sullivan Name: Matthew Sullivan Title: Chief Financial Officer