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, 2020
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)
(866) 952-1647
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. ☐ | ||||||||
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Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
DLH Holdings Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders on March 12, 2020 in New York, New York. The results of the matters voted on by the shareholders are set forth below. Only shareholders of record as of the close of business on January 22, 2020 were entitled to vote at the Annual Meeting. As of the record date, 12,297,610 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 11,145,844 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 28, 2020. 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 2021 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 | |||||||||||||||||
| James P. Allen | 8,663,823 | 151,387 | 2,330,634 | |||||||||||||||||
| Martin J. Delaney | 8,212,474 | 602,736 | 2,330,634 | |||||||||||||||||
| Dr. Elder Granger | 8,476,251 | 338,959 | 2,330,634 | |||||||||||||||||
| Dr. Frances M. Murphy | 8,039,582 | 775,628 | 2,330,634 | |||||||||||||||||
| Zachary C. Parker | 8,212,492 | 602,718 | 2,330,634 | |||||||||||||||||
| Frederick G. Wasserman | 8,751,059 | 64,151 | 2,330,634 | |||||||||||||||||
| Austin J. Yerks | 7,937,653 | 877,557 | 2,330,634 | |||||||||||||||||
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 | |||||||||||||||||
| 7,082,357 | 1,721,734 | 11,119 | 2,330,634 | |||||||||||||||||
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, 2020, by the following votes:
| For | Against | Abstain | ||||||||||||
| 11,133,154 | 7,703 | 4,987 | ||||||||||||
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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, 2020 | ||||||||
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