Climb Global Solutions Reports Officer Changes & Compensation

TL;DR

**Climb Global Solutions just dropped an 8-K about changes in their executive team and how they're getting paid, effective February 15, 2024.**

AI Summary

Climb Global Solutions, Inc. filed an 8-K on February 16, 2024, reporting an event that occurred on February 15, 2024. The filing pertains to Item 5.02, specifically regarding the departure or election of directors or officers and compensatory arrangements for certain officers. The company, formerly known as Wayside Technology Group, Inc., is incorporated in Delaware and operates in wholesale computer and peripheral equipment and software.

Why It Matters

This filing signals potential shifts in leadership and executive compensation at Climb Global Solutions, which could influence future strategic direction and financial performance.

Risk Assessment

Risk Level: low — The filing is an informational update about standard corporate governance matters, not indicating immediate financial distress or major operational changes.

Key Players & Entities

• Climb Global Solutions, Inc. (company) — Registrant company
• Wayside Technology Group, Inc. (company) — Former company name
• February 15, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filing date
• Delaware (company) — State of incorporation

FAQ

Key Financial Figures

• $230,000 — s follows: (i) an annual base salary of $230,000, (b) a target short term incentive bonu
• $150,000 — a target short term incentive bonus of $150,000, subject to the satisfaction of certain
• $120,000 — performance conditions, (c) a grant of $120,000 of time-based RSUs (the "Time-Based RSU
• $180,000 — nce-Based RSUs") at the target value of $180,000, which are subject to the satisfaction

Filing Documents

• clmb-20240215x8k.htm (8-K) — 39KB
• 0001558370-24-001294.txt ( ) — 161KB
• clmb-20240215.xsd (EX-101.SCH) — 4KB
• clmb-20240215_def.xml (EX-101.DEF) — 3KB
• clmb-20240215_lab.xml (EX-101.LAB) — 16KB
• clmb-20240215_pre.xml (EX-101.PRE) — 10KB
• clmb-20240215x8k_htm.xml (XML) — 5KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 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, $.01 par value 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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 15, 2024, the Board of Directors (the "Board") of Climb Global Solutions, Inc. (the "Company") appointed Mr. Timothy Popovich to serve as Vice President and Chief Operating Officer of the Company ("COO"). Mr. Popovich, age 45, has held various leadership positions at Climb Channel Solutions, a wholly owned subsidiary of the Company ("Climb Channel"), since first joining in October 2003. Mr. Popovich has served as the President and Chief Operating Officer of Climb Channel since August 2023. Prior to August 2023, Mr. Popovich served as President North America from June 2022, Executive Vice President Sales and Operations from January 2021 to May 2022, and Vice President of Sales North America from January 2019 to December 2020. Mr. Popovich holds a Bachelor of Arts in Communications from Wilkes University, and a Professional Certificate in Sales Management from Rutgers University. In connection with his promotion, the Compensation Committee of the Board (the "Committee") recommended and the Board approved the compensation of Mr. Popovich for 2024 as follows: (i) an annual base salary of $230,000, (b) a target short term incentive bonus of $150,000, subject to the satisfaction of certain performance conditions, (c) a grant of $120,000 of time-based RSUs (the "Time-Based RSUs"), which vest in three equal installments on the anniversary of the date of grant over the next three years, and (d) a grant of performance-based RSUs (the "Performance-Based RSUs") at the target value of $180,000, which are subject to the satisfaction of certain performance conditions over the next three years. The Time-Based RSUs and Performance-Based RSUs were granted under Company's 2021 Omnibus Incentive Plan (the "Plan"). In addition, Mr. Popovich is eligible to participate in, as a "Tier 2" participant, 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 (the "SEC") on April 20, 2023, and will enter into the Company's standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the SEC on May 5, 2017. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things, to indemnify Mr. Popovich for certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as an officer of the Company. There was no arrangement or understanding between Mr. Popovich and any other person(s) pursuant to which he was appointed to

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View this 8-K filing on SEC EDGAR