Form 8-K - Current report

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): July 10, 2024


Global Industrial Company
(Exact Name of Registrant as Specified in its Charter)

Delaware

1-13792

11-3262067

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

11 Harbor Park Drive, Port Washington, New York

11050

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (516) 608-7000


N.A.
(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 obligations 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 240.14-12)


☐			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 CRF 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock ($.01 par value)

GIC

New York Stock Exchange

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 July 10, 2024, Barry Litwin, Chief Executive Officer of Global Industrial Company (the “Company”), notified the Company that he was resigning as Chief Executive Officer and a member of the Board of Directors of the Company effective August 9, 2024. Mr. Litwin’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On July 10, 2024, the Company’s Board of Directors appointed Mr. Richard B. Leeds, the Executive Chairman of the Board, to serve as Chief Executive Officer on an interim basis effective August 9, 2024, while the Company conducts a search for Mr. Litwin’s permanent replacement. Mr. Leeds will not receive any additional compensation for his role as interim Chief Executive Officer and will otherwise be compensated as disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the “2024 Proxy Statement”).

Mr. Leeds, age 64, joined the Company in 1982 and served as its Chairman and CEO from 1995 until becoming Executive Chairman in 2016. He also previously served as President of the Company’s Industrial Products Group until 2011. Additional biographical information for Mr. Leeds can be found in the 2024 Proxy Statement.

Mr. Leeds is the brother of Vice Chairmen of the Board, Bruce Leeds and Robert Leeds. Except as disclosed in the 2024 Proxy Statement, there have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Leeds or any member of his immediate family had or will have any interest, that are required to be disclosed by Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Leeds and any other person pursuant to which Mr. Leeds was appointed to serve as interim Chief Executive Officer.


Item 7.01.			Regulation FD Disclosure.

On July 11, 2024, the Company issued a press release announcing Mr. Litwin’s resignation and Mr. Leeds’s appointment as interim Chief Executive Officer. The press release is attached hereto as Exhibit 99.1.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.


Item 9.01.			Financial Statements and Exhibits.

The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

Exhibit Index


99.1			Press Release of Global Industrial Company, dated July 11, 2024.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.


	GLOBAL INDUSTRIAL COMPANY

Date: July 11, 2024

	By:	/s/ Thomas Clark
		Name: Thomas Clark
		Title: Senior Vice President and Chief Financial Officer

Exhibit 99.1

Global Industrial Announces CEO Transition

PORT WASHINGTON, NY, July 11, 2024 - Global Industrial Company (NYSE: GIC), a value-added national distributor of industrial products and MRO supplies, today announced that Barry Litwin, CEO, has notified the Board of Directors of his upcoming departure from the Company to pursue another opportunity, and that the Board of Directors has appointed Richard B. Leeds, Executive Chairman of the Board, as Interim Chief Executive Officer. The transition will be effective as of August 9, 2024.

Mr. Leeds joined the Company in 1982 and served as its Chairman and CEO from 1995 until becoming Executive Chairman in 2016. He also previously served as President of the Company’s Industrial Products Group until 2011.

“Barry has been an invaluable leader during his time with the Company, and his contributions both as CEO and Board member have been instrumental in the growth and continued success of the business,” said Richard Leeds, Executive Chairman of the Board. “We thank Barry for his service to the Company and wish him well in his future endeavors.”

“It has been a privilege to lead Global Industrial over the last nearly six years,” said Mr. Litwin. “I am proud of the achievements we have accomplished together, from digital transformation to maintaining our paramount focus on the customer. The Global Industrial team has my complete confidence to continue successfully executing on our strategy going forward.”

The Board is committed to a seamless transition as it conducts a search for a permanent CEO.

About Global Industrial Company

Global Industrial Company (NYSE: GIC), through its operating subsidiaries, is a value-added distributor. For 75 years, Global Industrial has gone the extra mile for its customers, currently offering hundreds of thousands of industrial and MRO products needed to run businesses and facilities. Global Industrial is committed to its customer-centric strategy, and utilizes a team of subject matter experts, Global Industrial Exclusive Brands™ products and national vendor relationships to help customers succeed. Global Industrial. "We Can Supply That®".

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. Any such statements that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management's estimates, assumptions and projections and are not guarantees of future performance. When used in this release, the words "anticipates," "believes," "estimates," "expects," "intends," and "plans" and variations thereof and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this report are based on the Company's beliefs and expectations as of the date of this report and are subject to risks and uncertainties which may have a significant impact on the Company's business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain and undue reliance should not be placed on them. Important risk factors that may affect our future results of operations and financial condition are detailed from time to time in our Securities and Exchange Commission filings. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events, except as may be required by applicable law.

Investor/Media Contact:

Mike Smargiassi

The Plunkett Group

212-739-6729

mike@theplunkettgroup.com

Cover Page	Jul. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 10, 2024
Entity Registrant Name	Global Industrial Company
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13792
Entity Tax Identification Number	11-3262067
Entity Address, Address Line One	11 Harbor Park Drive
Entity Address, City or Town	Port Washington
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11050
City Area Code	(516)
Local Phone Number	608-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($.01 par value)
Trading Symbol	GIC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000945114
Amendment Flag	false