DHI Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DHX
Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 16, 2025
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||||||||||||||
(212 ) 448-6605
(Registrant's Telephone Number, Including Area Code)
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o
ITEM 5.07. Submission of Matters to Vote of Security Holders.
On May 16, 2025, DHI Group, Inc. (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting") as a virtual meeting online via live webcast. As of the record date of April 1, 2025, 45,737,559 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. The Company's stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal 1: Election of three Class III directors, each for a term of three-years, or until his successor is duly elected and qualified. The results of the voting were as follows.
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Brian "Skip" Schipper | 35,094,390 | 1,948,903 | 733,994 | 5,473,540 | ||||||||||||||||||||||
| David Windley | 35,272,221 | 1,493,298 | 1,011,768 | 5,473,540 | ||||||||||||||||||||||
| Scipio "Max" Carnecchia | 35,549,427 | 1,493,586 | 734,274 | 5,473,540 | ||||||||||||||||||||||
Proposal 2: Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were as follows:
| For | Against | Abstain | |||||||||||||||
| 42,945,934 | 239,719 | 65,174 | |||||||||||||||
Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers. The results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 29,883,967 | 4,972,721 | 2,920,599 | 5,473,540 | |||||||||||||||||
Proposal 4: Approval of the Section 382 Rights Agreement, dated as of January 28, 2025 between the Company and Computershare Trust Company, N.A. as rights agent, adopted by the Board. The results of the voting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 29,717,963 | 7,292,260 | 767,064 | 5,473,540 | |||||||||||||||||
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.
| DHI GROUP, INC. | ||||||||||||||
| Date: | May 20, 2025 | By: /S/ E. Jack Connolly | ||||||||||||
| Name: E. Jack Connolly | ||||||||||||||
| Title: Chief Legal Officer | ||||||||||||||