DHI Group, Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: DHX · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 1393883

Dhi Group, Inc. DEF 14A Filing Summary
FieldDetail
CompanyDhi Group, Inc. (DHX)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$10,000, $4.2 million, $38.0 million, $100 million
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, annual meeting, shareholder, DHI Group, DEF 14A

TL;DR

<b>DHI Group, Inc. will hold its 2024 Annual Meeting of Stockholders online on April 25, 2024.</b>

AI Summary

DHI GROUP, INC. (DHX) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. The 2024 Annual Meeting of Stockholders for DHI Group, Inc. will be held on April 25, 2024. The meeting will be conducted solely online via live webcast. The company is filing a Definitive Proxy Statement (DEF 14A). The filing date is March 15, 2024. The fiscal year end for the company is December 31.

Why It Matters

For investors and stakeholders tracking DHI GROUP, INC., this filing contains several important signals. This filing is a proxy statement, which provides shareholders with information about the company's governance and matters to be voted on at the annual meeting. The shift to an online-only meeting format may impact shareholder participation and engagement.

Risk Assessment

Risk Level: low — DHI GROUP, INC. shows low risk based on this filing. This is a routine DEF 14A filing for an annual meeting, with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions.

Key Numbers

  • 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
  • April 25 — Meeting Date (Annual Meeting Date)
  • 3:00 p.m. — Meeting Time (Annual Meeting Time)
  • 212-448-6605 — Business Phone (Company contact number)

Key Players & Entities

  • DHI Group, Inc. (company) — Registrant name
  • 2024 Annual Meeting of Stockholders (event) — Meeting name
  • April 25, 2024 (date) — Meeting date
  • March 15, 2024 (date) — Filing date
  • Centennial, Colorado (location) — Company address

FAQ

When did DHI GROUP, INC. file this DEF 14A?

DHI GROUP, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by DHI GROUP, INC. (DHX).

Where can I read the original DEF 14A filing from DHI GROUP, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by DHI GROUP, INC..

What are the key takeaways from DHI GROUP, INC.'s DEF 14A?

DHI GROUP, INC. filed this DEF 14A on March 15, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for DHI Group, Inc. will be held on April 25, 2024.. The meeting will be conducted solely online via live webcast.. The company is filing a Definitive Proxy Statement (DEF 14A)..

Is DHI GROUP, INC. a risky investment based on this filing?

Based on this DEF 14A, DHI GROUP, INC. presents a relatively low-risk profile. This is a routine DEF 14A filing for an annual meeting, with no immediate financial or operational disclosures that would indicate high risk.

What should investors do after reading DHI GROUP, INC.'s DEF 14A?

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does DHI GROUP, INC. compare to its industry peers?

DHI Group, Inc. operates in the technology and staffing industry, focusing on connecting specialized IT professionals with employers.

Are there regulatory concerns for DHI GROUP, INC.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

DHI Group, Inc. operates in the technology and staffing industry, focusing on connecting specialized IT professionals with employers.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for information on director nominees and their qualifications.
  2. Examine the executive compensation details to understand pay structures and performance incentives.
  3. Note the date and time of the virtual annual meeting to ensure participation if desired.

Key Dates

  • 2024-04-25: Annual Meeting of Stockholders — Key date for shareholder voting and company updates.
  • 2024-03-15: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, following previous filings related to company operations and financial reporting.

Filing Stats: 4,434 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-03-15 16:02:49

Key Financial Figures

  • $10,000 — lated to smaller clients with less than $10,000 in annual spend. DHI also improved it
  • $4.2 million — bt in the current environment. Cash was $4.2 million at the end of 2023 and total debt was $
  • $38.0 million — n at the end of 2023 and total debt was $38.0 million under our $100 million facility. Lead
  • $100 million — total debt was $38.0 million under our $100 million facility. Leading Engagement for Tech

Filing Documents

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21 Executive Officers of the Company 24 Compensation Discussion and Analysis 25 CEO Pay Ratio 52 Pay Versus Performance 53 Items To Be Voted On 56 Proposal 1: Election of Directors Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers Other Procedural Matters 59 Virtual Meeting Instructions 60 Information Concerning Solicitation and Voting 62 Appendix A - Information Regarding Non-GAAP Financial Measures 66

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning our possible or assumed future financial condition, liquidity and results of operations, including expectations (financial or otherwise), our strategy, plans, objectives, expectations (financial or otherwise) and intentions, and growth potential. These statements often include words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in Part I - Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"), elsewhere throughout the Annual Report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such

Executive Compensation Highlights

Executive Compensation Highlights We have implemented compensation practices that we believe align the interests of our NEOs with our stockholders by tying a significant portion of our NEOs' compensation to the Company's financial performance. Proxy Statement 4 Table of Contents The macroeconomic environment was challenging in 2023 as revenue growth, as compared to the 2022 period, slowed to 1%. Consistent with our pay for performance philosophy, we paid NEOs' 2023 annual incentives at 90.3% of target, while the performance-based restricted stock units ("PSUs") granted in 2023 achieved performance at 66.5% of target. The table below summarizes the total direct compensation delivered to our NEOs for their 2023 performance. 2023 NEOs' Total Direct Compensation at a Glance (in thousands) (1) Ms. Leeby was appointed Chief Financial Officer effective December 4, 2023. The calculation of her 2023 Actual Paid Salary reflects one month of employment. (2) Mr. Bostick served as our Chief Financial Officer through September 1, 2023. Pursuant to the terms of his separation from the Company, all of Mr. Bostick's 2023 Long-Term Incentive Awards were forfeited and cancelled at such time. (3) Mr. Henderson served as our Chief Operating Officer through July 31, 2023. Pursuant to the terms of his separation from the Company, a majority of Mr. Henderson's 2023 Long-Term Incentive Awards were forfeited and cancelled at such time. Proxy Statement 5 Table of Contents DIRECTORS AND CORPORATE GOVERNANCE The Board has taken a deliberate approach to Board composition to construct a Board that it believes collectively possesses the right backgrounds and experiences to oversee management decisions and guide our strategic decision-making. We have also intentionally balanced the tenure of our directors to strike the right mix of institutional knowledge and fresh perspectives, with over half of our Board having joined within the last five years. Governance Practices Snaps

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