JACKSONVILLE, FL / ACCESSWIRE / August 14, 2023 – GEE Group Inc. (NYSE American: JOB), a prominent provider of professional staffing services and human resource solutions, has officially announced a cooperation agreement with Red Oak Partners, LLC, a well-regarded investment firm. This strategic alliance signals GEE Group’s commitment to robust corporate governance and maximizing shareholder value.
Under the newly formalized Cooperation Agreement, GEE Group’s Board of Directors will expand from seven to nine members. This expansion includes the appointment of two new independent directors, David Sandberg and J. Randall Waterfield, to Class I and Class II director positions, respectively. These appointments fill the newly created vacancies on the Board, demonstrating a proactive approach to corporate leadership. Furthermore, GEE Group will nominate Mr. Sandberg for election at the upcoming 2023 Annual Meeting of Shareholders and Mr. Waterfield at the 2024 meeting, reinforcing the long-term nature of this strategic direction.
This agreement is a clear step in GEE Group’s ongoing efforts to strengthen its corporate governance framework. As part of these enhancements, Thomas Vetrano has been appointed as the Lead Independent Director (LID) by the Nominating Committee. Maintaining the LID position throughout the Cooperation Agreement’s term underscores the company’s dedication to independent oversight. Significantly, the Board will also engage an investment bank or consulting firm to explore strategic opportunities aimed at further maximizing shareholder value, signaling a proactive approach to growth and financial performance.
Derek E. Dewan, Chairman of the Board and Chief Executive Officer of GEE Group Inc., expressed enthusiasm about the partnership, stating, “We are very pleased to have reached this mutually beneficial agreement with Red Oak Partners. The addition of David and Randy, with their extensive experience as directors in public companies, is invaluable. Their expertise will be crucial as we collectively focus on enhancing profitability, accelerating long-term growth, and ultimately, maximizing shareholder value. We are eager to integrate their insights as we continue to position GEE Group for sustained value creation.”
David Sandberg, Managing Member of Red Oak Partners, LLC, also commented on the agreement, “Red Oak Partners values the constructive dialogue we’ve had with the GEE Group Board, management, and shareholders over recent months. I am enthusiastic about joining the Board at this pivotal time. Red Oak Partners believes the addition of two independent directors, including representation from its largest shareholder, coupled with a strong commitment to corporate governance, represents significant progress towards maximizing value for all shareholders.”
J. Randall Waterfield added, “I am highly optimistic about GEE Group’s future prospects and am eager to collaborate with the Board and management team. I look forward to working together towards our shared objective of optimizing shareholder value.”
With the appointment of these new directors, Red Oak Partners has withdrawn its previous nomination notice and proposals related to the 2023 Annual Meeting. Red Oak Partners has also agreed to certain standstill and voting commitments, indicating a unified front and commitment to collaborative progress. Detailed information regarding the Cooperation Agreement with Red Oak Partners and the Waterfield Letter Agreement will be available as exhibits in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (SEC).
About GEE Group
GEE Group Inc. has a rich history dating back to 1893 and specializes in delivering comprehensive staffing solutions. Operating across two key industry segments, GEE Group provides both professional and commercial staffing services. Their professional staffing division focuses on IT, engineering, finance, and accounting, operating under brands like Access Data Consulting, Agile Resources, Ashley Ellis, Omni-One, Paladin Consulting, and Triad. In commercial staffing, General Employment stands as a key brand. Furthermore, within the healthcare sector, GEE Group’s Scribe Solutions addresses the critical need for medical scribes, assisting physicians in emergency departments and medical practices with electronic medical records (EMR) documentation. Through its SNI brand portfolio, which includes Accounting Now®, SNI Technology®, Legal Now®, SNI Financial®, Staffing Now®, SNI Energy®, and SNI Certes, GEE Group offers both contract and direct hire professional staffing services, catering to a diverse range of industry needs.
About Red Oak Partners
Red Oak Partners, LLC, established in 2003 and based in Boca Raton, Florida, is a distinguished investment firm known for its private equity-style approach. Red Oak Partners concentrates on small and micro-capitalization companies within the North American private and public equity markets. The firm is committed to a long-term investment strategy, aiming for superior, risk-adjusted absolute returns while prioritizing capital preservation across various market cycles. More information is available at www.redoakpartners.com.
Forward-Looking Statements Safe Harbor
This announcement contains forward-looking statements regarding future events and the company’s anticipated results, as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are predictive and subject to risks and uncertainties, including the impact of COVID-19, economic conditions, competition, and other factors detailed in the company’s SEC filings. Actual results may differ materially from forward-looking statements. GEE Group undertakes no obligation to update these statements.
Contact:
GEE Group Inc.
Kim Thorpe
630.954.0400
[email protected]
SOURCE: GEE Group Inc.
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Released August 14, 2023
