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  4. [8-K] DHI GROUP, INC. Reports Material Event

Shareholders back DHI Group (NYSE: DHX) equity and ESPP changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DHI Group, Inc. reported results of its 2026 annual meeting of stockholders. Shareholders approved amendments to the company’s equity plans, increasing the 2022 Omnibus Equity Award Plan share reserve by 2,800,000 shares and the 2020 Employee Stock Purchase Plan reserve by 500,000 shares.

Two Class I directors, Art Zeile and Elizabeth Salomon, were elected for three-year terms. Stockholders also ratified RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved, on an advisory basis, executive compensation.

As of the March 20, 2026 record date, 43,898,515 common shares were outstanding and entitled to vote at the virtual meeting.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 2,800,000 shares Additional shares reserved under 2022 Omnibus Equity Award Plan
ESPP share increase 500,000 shares Additional shares reserved under 2020 Employee Stock Purchase Plan
Shares outstanding 43,898,515 shares Common stock outstanding and entitled to vote as of March 20, 2026
Director vote – Art Zeile 30,620,742 for; 1,417,673 against Election of Class I director at 2026 annual meeting
Director vote – Elizabeth Salomon 30,611,576 for; 1,189,356 against Election of Class I director at 2026 annual meeting
Say-on-pay vote 26,222,150 for; 3,301,930 against Advisory vote on executive compensation
Auditor ratification vote 37,467,481 for; 2,632 against Ratification of RSM US LLP for FY ending Dec. 31, 2026
2022 Omnibus Equity Award Plan financial
"the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated"
2020 Employee Stock Purchase Plan financial
"the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan (as amended, the “ESPP”)"
independent registered public accounting firm financial
"Ratify the selection of RSM US LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"The results of the voting were as follows"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"Advisory vote to approve the compensation of the Company's named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Understanding 8-K Material Events →
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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 15, 2026

DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-3358420-3179218
(Commission File Number)(IRS Employer Identification No.)
6465 South Greenwood Plaza, Suite 400, Centennial, Colorado
80111
(Address of Principal Executive Offices)(Zip Code)

(515) 978-3737
(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):

☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDHXNew York Stock Exchange
Preferred Stock Purchase RightsNew York Stock Exchange


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 5.02    Departure of Directors or Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2026, DHI Group, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company’s stockholders approved (i) the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated (as amended, the “2022 Plan”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 2,800,000 shares, and (ii) the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan (as amended, the “ESPP”) to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 500,000 shares.

The foregoing descriptions of the 2022 Plan and the ESPP are qualified in their entirety by reference to the full text of the 2022 Plan and the ESPP, each as amended, filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.

ITEM 5.07.    Submission of Matters to Vote of Security Holders.
The Company held the Annual Meeting on May 15, 2026 as a virtual meeting online via live webcast. As of the record date of March 20, 2026, 43,898,515 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 two Class I directors, each for a term of three-years, or until his or her successor is duly elected and qualified. The results of the voting were as follows.
NomineesForAgainstAbstainBroker Non-Votes
Art Zeile30,620,742 1,417,673 9,614 5,808,730 
Elizabeth Salomon30,611,576 1,189,356 247,098 5,808,730 
Proposal 2: Ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the voting were as follows:
ForAgainstAbstainBroker Non-Votes
37,467,481 2,632 343,961 42,685 
Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers. The results of the voting were as follows:
ForAgainstAbstainBroker Non-Votes
26,222,150 3,301,930 2,481,264 5,851,415 
Proposal 4: Approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated. The results of the voting were as follows:


ForAgainstAbstainBroker Non-Votes
28,502,404 3,196,573 306,367 5,851,415 
Proposal 5: Approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan. The results of the voting were as follows:
ForAgainstAbstainBroker Non-Votes
31,154,634 589,233 261,477 5,851,415 
Item 9.01.    Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
Not applicable.
(b)Pro Forma Financial Information.
Not applicable.
(c)Shell Company Transactions.
Not applicable.
(d)Exhibits.

EXHIBIT NO.DESCRIPTION
10.1
Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as amended and restated (incorporated by reference to Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 2, 2026)
10.2
First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Appendix C to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 2, 2026)
104Cover Page Interactive Data File (embedded within the inline XBRL)




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 19, 2026By: /S/ E. Jack Connolly
Name: E. Jack Connolly
Title: Chief Legal Officer























EXHIBIT INDEX
10.1
Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as amended and restated (incorporated by reference to Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 2, 2026)
10.2
First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Appendix C to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 2, 2026)
104Cover Page Interactive Data File (embedded within the inline XBRL)

Source: View Original Filing on SEC EDGAR

FAQ

What did DHI Group (DHX) shareholders approve at the 2026 annual meeting?

Shareholders approved amendments to DHI Group’s 2022 Omnibus Equity Award Plan and 2020 Employee Stock Purchase Plan, increasing share reserves by 2,800,000 and 500,000 shares, respectively. They also approved executive compensation and ratified RSM US LLP as independent auditor.

How many shares are now reserved under DHI Group’s 2022 Omnibus Equity Award Plan?

The filing states that shareholders approved increasing the number of shares of common stock reserved for issuance under the 2022 Omnibus Equity Award Plan by 2,800,000 shares. The full amended plan terms are contained in Exhibit 10.1, incorporated by reference from the April 2, 2026 proxy statement.

What change was made to DHI Group’s 2020 Employee Stock Purchase Plan (ESPP)?

Stockholders approved the First Amendment to the 2020 Employee Stock Purchase Plan, increasing the number of common shares reserved for issuance thereunder by 500,000 shares. The complete amended ESPP text appears as Exhibit 10.2, incorporated by reference from the April 2, 2026 definitive proxy statement.

Which directors were elected at DHI Group’s 2026 annual meeting and with what vote totals?

Class I directors Art Zeile and Elizabeth Salomon were elected. Zeile received 30,620,742 votes for and 1,417,673 against, while Salomon received 30,611,576 votes for and 1,189,356 against. Both had additional abstentions and broker non-votes reported in the voting table.

How did DHI Group shareholders vote on executive compensation in 2026?

In the advisory vote on named executive officer compensation, 26,222,150 shares were voted for, 3,301,930 against, and 2,481,264 abstained, with 5,851,415 broker non-votes. This result reflects shareholder approval of the company’s disclosed executive pay program for that year.

What was the record date and share count for DHI Group’s 2026 annual meeting?

The record date for the annual meeting was March 20, 2026. As of that date, 43,898,515 shares of DHI Group’s common stock were outstanding and entitled to vote at the virtual annual meeting held on May 15, 2026 via live webcast.

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