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 14, 2024
(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 5.07 | Submission of matter to a Vote of Security Holders. | ||||
On March 14, 2024, DLH Holdings Corp. (the “Company”) held its 2024 Annual Meeting of Shareholders. Only shareholders of record as of the close of business on January 24, 2024, were entitled to vote at the Annual Meeting. As of the record date, 14,230,708 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 11,635,794 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 29, 2024. 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 2025 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 | 9,541,340 | 472,093 | 1,622,361 | |||||||||||||||||
| Martin J. Delaney | 8,733,642 | 1,279,791 | 1,622,361 | |||||||||||||||||
| Dr. Elder Granger | 9,784,474 | 228,959 | 1,622,361 | |||||||||||||||||
| Dr. Frances M. Murphy | 8,599,156 | 1,414,277 | 1,622,361 | |||||||||||||||||
| Zachary C. Parker | 9,783,399 | 230,034 | 1,622,361 | |||||||||||||||||
| Frederick G. Wasserman | 9,765,509 | 247,924 | 1,622,361 | |||||||||||||||||
| Austin J. Yerks III | 9,076,955 | 936,478 | 1,622,361 | |||||||||||||||||
| Stephen J. Zelkowicz | 9,391,958 | 621,475 | 1,622,361 | |||||||||||||||||
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 | |||||||||||||||||
| 9,959,575 | 38,775 | 15,083 | 1,622,361 | |||||||||||||||||
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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, 2024, by the following votes:
| For | Against | Abstain | ||||||||||||
| 11,613,117 | 5,726 | 16,951 | ||||||||||||
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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 19, 2024 | ||||||||
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