Hudson Global (NASDAQ: HSON) shareholders clear Star Equity merger terms

Rhea-AI Filing Summary

Hudson Global, Inc. reported results from its Annual Meeting of Stockholders and the next steps in its acquisition of Star Equity Holdings, Inc. Common stockholders approved issuing Hudson common shares representing more than 5% of the pre-merger shares to Star stockholders under the Merger Agreement. Hudson plans to close the merger at 12:01 a.m. on August 22, 2025, with Star merging into a Hudson subsidiary and continuing as “Star Operating Companies, Inc.”

On the governance side, stockholders elected four directors, approved on an advisory basis executive compensation, and ratified Wolf & Company, P.C. as auditor for the 2025 fiscal year. They also approved an amendment to the equity plan to add 400,000 Hudson common shares and allow issuance of up to 175,000 preferred shares under the plan. At the record date, 2,755,335 Hudson common shares were outstanding, with 2,635,333 represented at the meeting, providing a quorum.

Insights

M&A and Corporate Governance Analyst

Hudson advances Star Equity acquisition and expands equity plan.

The approval to issue Hudson common shares representing more than 5% of pre-merger outstanding stock to Star Equity holders clears a key shareholder hurdle for closing the merger. The structure has Star merging into a Hudson subsidiary at 12:01 a.m. on August 22, 2025, with Star continuing as a wholly owned subsidiary under the name “Star Operating Companies, Inc.”

Shareholders also backed broader governance items: four directors were elected, say-on-pay received support, and Wolf & Company, P.C. was ratified as auditor for the year ending December 31, 2025. Importantly, investors approved amending the equity plan to increase Hudson common stock issuable under the plan by 400,000 shares and to permit up to 175,000 preferred shares. That authorization expands potential future equity-based compensation and financing flexibility but also introduces additional dilution potential relative to the 2,755,335 common shares outstanding as of the record date.

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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): August 21, 2025

HUDSON GLOBAL, INC.

(Exact name of registrant as specified in charter)

Delaware		001-38704		59-3547281
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

53 Forest Avenue, Suite 102

Old Greenwich, CT 06870

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (475) 988-2068

N/A

(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:

☐ 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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		HSON		The NASDAQ Stock Market LLC
Series A Preferred Stock, $0.001 par value		HSONP		The NASDAQ Stock Market LLC
Preferred Share Purchase Rights				The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company 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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Hudson Global, Inc. (“Hudson”) held its Annual Meeting of Stockholders on August 21, 2025 (the “Annual Meeting”). At the Annual Meeting, Hudson common stockholders approved a proposal permitting the issuance of shares of common stock of Hudson, which will represent more than 5% of the shares of Hudson common stock outstanding immediately prior to the Merger, to stockholders of Star, pursuant to the terms of the Merger Agreement (as defined below).

Pursuant to satisfaction or waiver of the remaining closing conditions, Hudson intends to complete its previously announced acquisition of Star Equity Holdings, Inc. (“Star”), pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among Hudson, Star and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, at 12:01 a.m. (EST) on August 22, 2025, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc.” as a wholly owned subsidiary of Hudson. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.

The foregoing description of the Merger and the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

As disclosed in greater detail in the joint proxy statement/prospectus filed with the SEC on July 23, 2025 (the “Joint Proxy Statement/Prospectus”) and distributed to the stockholders of both Hudson and Star, Jeffrey Eberwein, Hudson’s Chief Executive Officer and the holder of approximately 10% of Hudson’s common stock, is also a director and substantial stockholder of Star.

As of the close of business on July 14, 2025, the record date for the Annual Meeting, there were 2,755,335 shares of Hudson’s common stock outstanding and entitled to vote. A total of 2,635,333 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, Hudson’s stockholders:

(a) Elected four directors to serve on Hudson’s board of directors until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal 1);

(b) Approved, on a non-binding advisory basis, the compensation of Hudson’s named executive officers as disclosed in the Joint Proxy Statement/Prospectus (Proposal 2);

(c) Ratified the appointment of Wolf & Company, P.C. as Hudson’s independent registered public accounting firm to audit Hudson’s financial statements for the fiscal year ending December 31, 2025 (Proposal 3);

(d) Approved an amendment to the Plan to increase the aggregate number of shares of Hudson Common Stock issuable under the Plan by 400,000 shares, and to permit the issuance of up to 175,000 shares of Hudson Preferred Stock under the Plan (Proposal 4); and

(e) Approved the issuance of shares of common stock of Hudson, which will represent more than 5% of the shares of Hudson common stock outstanding immediately prior to the Merger, to stockholders of Star, pursuant to the terms of the Merger Agreement, in accordance with Nasdaq Listing Rule 5635(a) (Proposal 5).

The proposal to approve the adjournment of the Annual Meeting was not voted on because there were sufficient votes to approve Proposal 5. For additional information on these proposals, please see the Joint Proxy Statement/Prospectus. The voting results for each of these proposals are set forth below:

Proposal 1 - Election of Board of Directors

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Jeffrey E. Eberwein			2,166,722				353,967				114,644
Mimi K. Drake			2,121,129				399,560				114,644
Connia M. Nelson			2,166,723				353,966				114,644
Robert G. Pearse			2,166,723				353,966				114,644

Proposal 2 - Approval, on a non-binding advisory basis, of the compensation of Hudson’s named executive officers

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,017,132		452,428		51,129		114,644

Proposal 3 - Ratification of the appointment of Wolf & Company, P.C. as Hudson’s independent registered public accounting firm to audit Hudson’s financial statements for the fiscal year ending December 31, 2025

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,588,018		44,557		2,758		0

Proposal 4 - Approval of the amendment of the Plan to increase the aggregate number of shares of Hudson Common Stock issuable under the Plan by 400,000 shares, and to permit the issuance of up to 175,000 shares of Hudson Preferred Stock under the Plan

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,885,387		634,130		1,172		114,644

Proposal 5 – Approval of the issuance of shares of common stock of Hudson, which will represent more than 5% of the shares of Hudson common stock outstanding immediately prior to the Merger, to stockholders of Star, pursuant to the terms of the Merger Agreement, in accordance with Nasdaq Listing Rule 5635(a)

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,735,848		783,684		1,157		114,644

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is included with this Current Report on Form 8-K:

EXHIBIT NUMBER		DESCRIPTION
2.1*		Agreement and Plan of Merger, dated May 21, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 22, 2025).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Hudson agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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.

		HUDSON GLOBAL, INC. (Registrant)
By:		/s/ MATTHEW K. DIAMOND
		Matthew K. Diamond
		Chief Financial Officer
		Dated: August 21, 2025

FAQ

What major decision did Hudson Global (HSON) stockholders make at the 2025 Annual Meeting?

Stockholders approved issuing shares of Hudson Global common stock that will represent more than 5% of the common shares outstanding immediately prior to the merger, to stockholders of Star Equity Holdings, Inc., in accordance with Nasdaq Listing Rule 5635(a).

What are the key terms of Hudson Global’s acquisition of Star Equity Holdings?

Under the Agreement and Plan of Merger dated May 21, 2025, HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson, will merge with and into Star Equity at 12:01 a.m. (EST) on August 22, 2025, with Star surviving as “Star Operating Companies, Inc.” and becoming a wholly owned subsidiary of Hudson.

How many Hudson Global shares were eligible to vote at the 2025 Annual Meeting and was there a quorum?

As of the close of business on July 14, 2025, the record date, there were 2,755,335 shares of Hudson common stock outstanding and entitled to vote. A total of 2,635,333 shares were represented in person or by proxy, which constituted a quorum.

What changes were approved to Hudson Global’s equity incentive plan?

Stockholders approved an amendment to the plan to increase the aggregate number of Hudson common shares issuable under the plan by 400,000 shares and to permit the issuance of up to 175,000 shares of Hudson Series A preferred stock under the plan.

Which directors were elected to Hudson Global’s board at the 2025 Annual Meeting?

Stockholders elected Jeffrey E. Eberwein, Mimi K. Drake, Connia M. Nelson, and Robert G. Pearse to serve as directors until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Who is Hudson Global’s auditor for the year ending December 31, 2025?

Stockholders ratified the appointment of Wolf & Company, P.C. as Hudson Global’s independent registered public accounting firm to audit the financial statements for the fiscal year ending December 31, 2025.

Does any insider have roles at both Hudson Global and Star Equity?

Yes. Jeffrey Eberwein, Hudson’s Chief Executive Officer and holder of approximately 10% of Hudson’s common stock, is also a director and substantial stockholder of Star Equity Holdings, Inc., as described in the joint proxy statement/prospectus.