0000785557false00007855572022-08-022022-08-02

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 9, 2023

DLH Holdings Corp.

(Exact name of Registrant as Specified in its Charter)

New Jersey

0-18492

22-1899798

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3565 Piedmont Road, NE, Building 3, Suite 700

Atlanta, GA 30305

(Address of Principal Executive Offices, and Zip Code)

(770) 554-3545

Registrant's telephone number, Including Area Code

(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
Common Stock			DLHC			Nasdaq			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:

☐ 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 240.14a-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 CFR 240.13e-4(c))

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 5.07						Submission of matter to a Vote of Security Holders.
			On March 9, 2023, DLH Holdings Corp. (the “Company”) held its 2023 Annual Meeting of Shareholders. Only shareholders of record as of the close of business on January 18, 2023 were entitled to vote at the Annual Meeting. As of the record date, 13,756,969 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 11,753,188 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 filed on January 27, 2023. 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 2024 Annual Meeting and until their respective successors are duly elected and qualified
			The eight 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																		10,207,790									133,237						1,421,161
						Martin J. Delaney																		8,869,947									1,471,080						1,421,161
						Dr. Elder Granger																		9,913,395									427,632						1,421,161
						Dr. Frances M. Murphy																		8,684,307									1,656,720						1,421,161
						Zachary C. Parker																		10,186,683									154,344						1,421,161
						Frederick G. Wasserman																		9,887,827									453,200						1,421,161
						Austin J. Yerks III																		9,353,801									987,226						1,421,161
						Stephen J. Zelkowicz																		10,208,907									132,120						1,421,161
			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
						9,848,102												486,481												6,444									1,412,161
			Proposal 3 – 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, 2023, by the following votes:
						For												Against												Abstain
						11,516,877												15,456												220,855

---

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 14, 2023