DLH Holdings (NASDAQ: DLHC) OKs equity plan share increase

Rhea-AI Filing Summary

DLH Holdings Corp. reported results of its March 12, 2026 annual shareholder meeting. Shareholders approved an amendment to the 2025 Equity Incentive Plan, increasing the number of shares available for issuance under the plan by 550,000 shares, effective upon approval.

Seven director nominees, including Zachary C. Parker and Judith L. Bjornaas, were elected to serve until the 2027 annual meeting. Shareholders also approved, on an advisory basis, the compensation of the named executive officers and ratified the appointment of Withum, Smith + Brown, P.C. as independent auditor for the fiscal year ending September 30, 2026.

As of the January 21, 2026 record date, 14,493,035 common shares were outstanding and entitled to vote, with 13,172,541 shares represented in person or by proxy at the meeting, constituting a quorum.

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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 12, 2026

DLH Holdings Corp.

(Exact Name of Registrant as Specified in 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

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
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 (see General Instruction A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the Annual Meeting of Shareholders held on March 12, 2026 (the “Annual Meeting”) of DLH Holdings Corp. (the “Company”), the shareholders of the Company approved an amendment to the 2025 Equity Incentive Plan (the “2025 Plan”), which was previously approved by the Company’s board of directors subject to shareholder approval. The amendment to the 2025 Plan increases the number of shares available for issuance under the plan by 550,000 shares and became effective upon shareholder approval at the Annual Meeting. A description of the material terms of the amendment to the 2025 Plan is included in “Proposal 3 – Approval of an Amendment to 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, 2026 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description of the 2025 Plan, as amended, is qualified in its entirety by reference to its text, 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 12, 2026, the Company held the Annual Meeting. Only shareholders of record as of the close of business on January 21, 2026, were entitled to vote at the Annual Meeting. As of the record date, 14,493,035 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,172,541 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 seven directors nominated by the Board to serve until the Company’s 2027 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						8,243,874						532,232						4,396,435
Dr. Elder Granger						8,242,708						533,398						4,396,435
Dr. Frances M. Murphy						7,718,784						1,057,322						4,396,435
Zachary C. Parker						8,238,633						537,473						4,396,435
Frederick G. Wasserman						8,242,775						533,331						4,396,435
Austin J. Yerks III						8,242,376						533,730						4,396,435
Stephen J. Zelkowicz						8,243,719						532,387						4,396,435

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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
7,237,748						1,535,776						2,582						4,396,435

Proposal 3 – Approval of an Amendment to the DLH Holdings Corp. 2025 Equity Incentive Plan

The shareholders voted to approve an amendment to the Company’s 2025 Equity Incentive Plan by the following votes:

For						Against						Abstain						Broker Non-Votes
7,475,351						1,298,173						2,582						4,396,435

Proposal 4 – 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, 2026, by the following votes:

For						Against						Abstain
12,421,831						747,718						2,992

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						2025 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Proxy Statement dated January 28, 2026).
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 17, 2026

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FAQ

What did DLH Holdings (DLHC) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including an amendment to the 2025 Equity Incentive Plan and the annual advisory vote on executive pay. They also elected seven directors and ratified Withum, Smith + Brown, P.C. as independent auditor for the fiscal year ending September 30, 2026.

How many additional shares were added to DLH Holdings’ 2025 Equity Incentive Plan?

The amendment to DLH Holdings’ 2025 Equity Incentive Plan increased the shares available for issuance by 550,000 shares. This expansion supports future equity-based compensation grants to directors, officers, and employees under the plan, as previously described in the company’s January 28, 2026 proxy statement.

What were the voting results for DLH Holdings’ executive compensation advisory vote?

Shareholders approved DLH Holdings’ named executive officer compensation on an advisory basis, with 7,237,748 votes for, 1,535,776 against, and 2,582 abstentions. There were 4,396,435 broker non-votes, reflecting shares present but not voting on this non-routine compensation proposal.

Who was elected to DLH Holdings’ board of directors at the 2026 meeting?

Seven nominees were elected: Judith L. Bjornaas, Dr. Elder Granger, Dr. Frances M. Murphy, Zachary C. Parker, Frederick G. Wasserman, Austin J. Yerks III, and Stephen J. Zelkowicz. Each received the highest votes among shares present and will serve until the 2027 annual meeting and until successors are elected.

What were the auditor ratification results at DLH Holdings’ 2026 annual meeting?

Shareholders ratified Withum, Smith + Brown, P.C. as DLH Holdings’ independent registered public accounting firm for the fiscal year ending September 30, 2026, with 12,421,831 votes for, 747,718 against, and 2,992 abstentions, indicating strong support for the continued engagement.

How many DLH Holdings shares were eligible and represented for voting at the 2026 meeting?

As of the January 21, 2026 record date, 14,493,035 DLH Holdings common shares were outstanding and entitled to vote. At the March 12, 2026 annual meeting, 13,172,541 shares were represented in person or by proxy, establishing a valid quorum for conducting business.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB