DLH Holdings Corp. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$DLHC
Professional Services
Consumer Discretionary
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): March 13, 2025
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
(770 ) 554-3545
Registrant's telephone number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
| Capital Market | |||||||||||
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: | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. | ||||
(e) At the Annual Meeting of Shareholders held on March 13, 2025 (the “Annual Meeting”) of DLH Holdings Corp. (the “Company”), the shareholders of the Company approved the 2025 Equity Incentive Plan (the “2025 Plan”), which was previously approved by the Company’s board of directors subject to shareholder approval. The 2025 Plan became effective upon shareholder approval at the Annual Meeting and replaces and succeeds the Company’s 2016 Omnibus Equity Incentive Plan, as previously amended. A description of the material terms of the 2025 Plan is included in “Proposal 4 – Approval of the DLH Holdings Corp. 2025 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2025 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description of the 2025 Plan is qualified in its entirety by reference to the text of the 2025 Plan, which is set forth in Appendix A to the Proxy Statement.
| Item 5.07 | Submission of matter to a Vote of Security Holders. | ||||
On March 13, 2025, the Company held the Annual Meeting. Only shareholders of record as of the close of business on January 22, 2025, were entitled to vote at the Annual Meeting. As of the record date, 14,386,468 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,857,112 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. The proposals presented to the Company’s shareholders at the Annual Meeting are described in detail in the Company’s Proxy Statement. The final results for each proposal are set forth below.
Proposal 1 – Election of eight directors nominated by the Board to serve until the Company’s 2026 Annual Meeting and until their respective successors are duly elected and qualified
The seven nominees who received the highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated below:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Judith L. Bjornaas | 9,831,668 | 364,014 | 2,661,430 | |||||||||||||||||
| Dr. Elder Granger | 9,305,809 | 889,873 | 2,661,430 | |||||||||||||||||
| Dr. Frances M. Murphy | 9,214,976 | 980,706 | 2,661,430 | |||||||||||||||||
| Zachary C. Parker | 9,843,127 | 352,555 | 2,661,430 | |||||||||||||||||
| Frederick G. Wasserman | 9,759,354 | 436,328 | 2,661,430 | |||||||||||||||||
| Austin J. Yerks III | 9,658,998 | 536,684 | 2,661,430 | |||||||||||||||||
| Stephen J. Zelkowicz | 9,831,713 | 363,969 | 2,661,430 | |||||||||||||||||
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Proposal 2 – Advisory Vote on the Compensation of the Company’s Named Executive Officers
The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,268,874 | 1,398,349 | 528,459 | 2,661,430 | |||||||||||||||||
Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The shareholders recommended, on an advisory basis, that the frequency of future shareholder votes on the compensation of the Company’s named executive officers, as required by Section 14A(a)(2) of the Exchange Act, occur annually, by the votes set forth in the table below:
| Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 9,224,821 | 744,503 | 224,239 | 2,119 | 2,661,430 | ||||||||||||||||||||||
In accordance with the results of the advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.
Proposal 4- Approval of the DLH Holdings Corp. 2025 Equity Incentive Plan
The shareholders voted to approve the Company’s 2025 Equity Incentive Plan, by the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,885,977 | 1,307,175 | 2,530 | 2,661,430 | |||||||||||||||||
Proposal 5 – Ratification of Selection of Independent Registered Public Accounting Firm
The shareholders voted to ratify the appointment of Withum, Smith + Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025, by the following votes:
| For | Against | Abstain | ||||||||||||
| 12,111,882 | 742,792 | 2,438 | ||||||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
The following exhibits are attached to this Current Report on Form 8-K:
| Exhibit Number | Exhibit Title or Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURE
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.
| DLH Holdings Corp. | ||||||||
| By: /s/ Kathryn M. JohnBull | ||||||||
| Name: Kathryn M. JohnBull | ||||||||
| Title: Chief Financial Officer | ||||||||
| Date: March 18, 2025 | ||||||||
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