GEE Group settles activist dispute with Red Oak; adds two directors, starts strategic review

GEE Group Inc.

Board expanded from 7 to 9; David Sandberg (Class I) and J. Randall Waterfield (Class II) appointed.
Red Oak withdraws nomination notice and agrees to standstill and voting commitments until 2025.
Board will engage an investment bank or consulting firm to evaluate strategic opportunities.
Lead Independent Director Thomas Vetrano elected; position maintained during Cooperation Agreement term.
Waterfield letter includes standstill, voting with Board, and conditional resignation if ownership falls below threshold.

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