Climb Global regains Nasdaq compliance after Boren board appointment; bylaws amended

Climb Global Solutions, Inc.

Nasdaq letter confirms compliance with Listing Rule 5605(c)(2) following Kimberly S. Boren's appointment to Board and Audit Committee.
Bylaws amended to address Rule 14a-19, limit director nominations, and update stockholder meeting procedures.
Amendment prohibits nominating more individuals than directors to be elected and prohibits substituting nominees after deadline.
Changes effective December 6, 2022, as approved by Board.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

Climb Global Solutions, Inc.: The Board approved an amendment and restatement of the Company's Bylaws addressing matters relating to Rule 14a-19, clarifying limitations on stockholder nominations, and making other updates to provisions governing stockholder meetings (effective 2022-12-06).

Change: bylaw amendment
Effective: 2022-12-06

Exact text from the filing

On December 6, 2022, the Board of Directors (the “Board”) of Climb Global Solutions, Inc. (the “Company”) approved an amendment and restatement of the Company’s Bylaws (the “Bylaws” and, as amended, the “Amended and Restated Bylaws”), which became effective immediately. The amendments to the Bylaws (i) address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended, (ii) clarify that a stockholder is prohibited from nominating more individuals than there are directors to be elected and is prohibited from substituting or replacing a proposed nominee following the expiration of the applicable deadline and (iii) make various other updates to the provisions governing stockholder meetings.

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Source: SEC EDGAR

accession 0001558370-22-018472

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