GEE Group Inc. (JOB) Earnings Call Transcript

Ladies and gentlemen, I am Derek Dewan, Chairman of the Board of Directors of GEE Group, Inc. and Chairman of this reconvened Annual Meeting that was originally convened on September 30, 2026, and adjourned in part to October 8, 2026. I hereby call this reconvened Annual Meeting of Stockholders to order. On behalf of my fellow officers and directors, it is my pleasure to welcome you to this reconvened Annual Meeting. Mr. Kim Thorpe, Chief Financial Officer and Corporate Secretary, is virtually attending this reconvened Annual Meeting of Stockholders. Also attending are GEE Group's Board members. We also have Mr. Rick Creese of Cherry Bekaert, LLP, the company's independent public accountants and Lili Taheri of Loeb & Loeb LLP, the company's securities counsel, attending this annual meeting virtually. Henry Farrell of Continental Stock Transfer & Trust Co, the company's transfer agent, is also attending this annual meeting virtually. The polls are still open for voting on the remaining matter that was not voted upon at the annual meeting held on September 30, 2026. This proposal is the approval of an amendment to the company's articles of incorporation to increase the total number of authorized shares of common stock of the company from 6,666,666.6667 shares post the previously approved 1-for-30 reverse stock split to 200 million shares, the capital increase. After I more fully describe this matter, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. If you intend to vote and have not already done so and are a stockholder of record, which means you hold your shares in your own name and not through a brokerage account as of August 10, 2026, you must submit your vote online now in order for it to be counted. If you are a stockholder of record as of that date and have not yet voted, I encourage you to vote online now. I have asked Kim Thorpe to act as Secretary of this reconvened annual meeting and to record the minutes of this reconvened annual meeting. Before considering the business to be discussed at this reconvened annual meeting, I would like Mr. Thorpe to report on the formal steps taken in connection with the reconvened annual meeting.

Mr. Chairman, the Board of Directors has adopted resolutions, which provide that this annual meeting be held on September 30, 2026, and which fixed the close of business on August 10, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting. On September 30, 2026, the shareholders approved a proposal that allowed the adjournment of the annual meeting in order to permit the continued solicitations of proxies with respect to the capital increase proposal. It was determined that the annual meeting be adjourned until October 8, 2026, for that purpose. I hereby present the affidavit of Robert Zabriskie, an employee of Continental, which states that the notice of Annual Meeting of Shareholders, proxy statement, annual report on Form 10-K and proxy card were first mailed on August 2, 2026; the affidavit of Robert Zabriskie, an employee of Continental, which states that the mailer page and first supplemental proxy statement were first mailed on September 16, 2026, and the affidavit of Robert Zabriskie, an employee of Continental, which states that the mailer page and second supplemental proxy statement were first mailed on October 1, 2026, in each case to each holder of the company's common stock at the close of business on the record date. I also, at this reconvened annual meeting, providing a list of stockholders of the company's common stock as of the record date that was compiled by Continental and is available for viewing by stockholders of record at this reconvened annual meeting by following instructions in the online portal. This list sets forth each stockholder's address and holdings as they appear on the records of Continental and on the company's share ledger. According to this list, there were 109,870,686 shares of common stock issued and outstanding on the record date. For each outstanding share of common stock, each outstanding share of common stock is entitled to 1 vote per share on matters presented at this reconvened annual meeting.

Thank you, Mr. Thorpe. I would like you to file each of the affidavits as to the mailing of the proxy material in the minute book of the company with the minutes of this reconvened annual meeting. I hereby appoint Mr. Henry Farrell to act as Inspector of Election of this reconvened annual meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability.

Mr. Chairman, I present to you the oath signed by the Inspector of Election.

The oath of the Inspector of Election will be filed with the minutes of this reconvened annual meeting. Will the Inspector of Election now provide us with a count of the stockholders present in person or by proxy?

Mr. Chairman, I can report that on a preliminary count indicates the presence of a quorum. I'm in the process of completing a count of all stockholders virtually present or by proxy and will render an exact report at the end of this reconvened annual meeting.

Since the holders of record of at least a majority of the outstanding shares of common stock entitled to vote at this reconvened annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business at this reconvened annual meeting is to approve an amendment to the company's articles of incorporation to increase the total number of authorized shares of common stock of the company from 6,666,666.667 shares post reverse split to 200 million shares, the capital increase. This proposal needs to be approved by a majority of the issued and outstanding shares of the company's common stock. I will entertain a motion for the capital increase proposal.

I so move.