DHI Group, Inc. (DHX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of DHI Group, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Art Zeile. Mr. Zeile, the floor is yours.

Good afternoon, ladies and gentlemen. I'm Art Zeile, President and CEO of DHI Group, Inc. It is a pleasure to welcome you here today. It is 4:00 p.m. Eastern Standard Time and in accordance with the notice of this meeting, I hereby call to order our Annual Meeting of Stockholders. As noted in our proxy statement, we have decided to hold the 2020 Annual Meeting virtually due to COVID-19. This decision was made with the public health in mind and out of concern for the safety of our Board members, officers and stockholders. Thank you very much to those who are participating in our virtual meeting online today. Displayed on the screen is the agenda for this meeting. It is our intention to conduct this meeting in accordance with this agenda. An opportunity shall be provided for questions and discussion. You may submit questions by clicking on the dialogue icon in the upper right corner of the meeting center screen. If you need a copy of the annual report or the proxy statement, the links are provided online. Before proceeding to the business of the meeting, I would like to introduce members of DHI's management, who are joining us today: Kevin Bostick, our Chief Financial Officer; Brian Campbell, our Chief Legal Officer and Corporate Secretary; Rachel Ceccarelli, our Director of Corporate Communications; and Jack Connolly, our senior corporate Attorney. Also present with us today is Dave Moline of Deloitte & Touché LLP, the company's independent public accountants. We will also be assisted today by [ June Lutz ] from our transfer agent, Computershare Inc. in the tabulation of proxies and ballots. At this meeting, the stockholders will be asked to: First, elect 2 directors of DHI. Second, ratify the Board's selection of Deloitte & Touché LLP as DHI's independent registered public accounting firm for the current fiscal year, which ends on December 31, 2020. Third, provide an advisory vote on executive compensation. Fourth, approve a second amendment to the DHI Group, Inc. 2012 Omnibus Equity Award Plan. And fifth, approved the DHI Group, Inc. employee stock purchase plan. Let's now move on to the business at hand. I would like to turn it over to Brian Campbell, our Chief Legal Officer and Corporate Secretary.

Thank you, Art. I hereby appoint [ June Lutz ] from Computershare to serve as Inspector of Election at this meeting and at any adjournment. Ms. Lutz will now report on the mailing of the notice of this meeting and the presence of a quorum.

Thank you, Mr. Campbell. This meeting is held pursuant to the printed notice mailed on or about March 12, 2020, to each stockholder of record on March 6, 2020, who is entitled to vote. An affidavit of mailing has been delivered to show that notice of this meeting was properly given. A list of stockholders entitled to vote at this meeting has been prepared by Computershare and has been available at the DHI office in New York City, and open to examination by any stockholder for the past 10 days. The list is now available at this meeting for examination by any stockholder desiring to do so. The count of shares present immediately prior to the commencement of the meeting indicated that in excess of 50 million shares of the company's voting capital stock out of a total of 54,992,911 shares outstanding as of the record date were present in person or by proxy. This is over 90% of the voting stock of the company.

Thank you, [ June ]. On that basis, I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, I would like to express our appreciation to all stockholders who returned their proxies. If you have not yet voted or wish to change your vote, you may do so now by clicking on the link provided online. [Voting]

After this time, the online voting will be closed. The first matter to be acted upon by the stockholders is the election of 2 Class I Directors to serve for a 3-year term or until each director's successor is duly elected and qualified. The nominees are Carol Carpenter and Jennifer Deason. I've just introduced the nominees and additional information about them is contained in our proxy statement. I will now entertain a motion to nominate these individuals for whom proxies were solicited. Will someone please move the nomination of these individuals?

I so move.

Will someone second the nomination?

I second the nomination.

I hereby declare Carol Carpenter and Jennifer Deason nominated. The company has not received any notice of any other nominations by a stockholder, I declare the nominations closed. The next matter being submitted to stockholders for action is the ratification of the selection by the Board of Directors of Deloitte & Touché LLP as the independent registered public accounting firm of the company. I would like to call upon Kevin Bostick, our CFO, for the recommendation in this regard.

Mr. Campbell, the Audit Committee was assigned the responsibility of recommending auditors to be selected by the Board of Directors. In its deliberations this year, the Audit Committee worked closely and regularly with Deloitte & Touché, had substantial opportunity to evaluate their work and found it to be of consistently high quality. The Board approved the selection of Deloitte & Touché as the company's independent registered public accounting firm. I now hereby move the ratification of the selection of Deloitte & Touché LLP as the company's independent registered accountants for the fiscal year ending December 31, 2020.

You've heard the motion. Will someone second that motion?

I second the motion.

I hereby declare the proposal duly submitted. The next matter being submitted to stockholders for action is for an advisory vote on executive compensation. As part of our commitment to strong corporate governance, and in compliance with Section 14A of the Securities Exchange Act, we are submitting to our stockholders for approval a nonbinding resolution to ratify named Executive Officer compensation as described in the proxy statement. The proposed resolution reads: Resolved that the stockholders approve on an advisory basis, the company's named Executive Officer compensation, as described in the compensation discussion and analysis and the tabular disclosure regarding named Executive Officer compensation together with the accompanying narrative disclosure in the proxy statement for this meeting. Although your vote is nonbinding, the Board of Directors and compensation committee expect to take account of the outcome of the vote when considering future executive compensation decisions. I've just introduced the proposed resolution and additional information about it is contained in the proxy statement. I will now entertain a motion to submit the matter for vote. Will someone please move in favor of voting on the proposed resolution?

I so move.

Will someone second the motion?

I second the motion.

I hereby declare the resolution proposed. The next matter being submitted to stockholders for action is approval of a second amendment to the DHI Group, Inc. 2012 Omnibus Equity Award Plan. The Board of Directors has previously adopted, and our stockholders have previously approved the 2012 equity plan. Subject to stockholder approval, the Board has adopted and approved a second amendment to the 2012 equity plan to increase the number of shares of common stock available for issuance under the plan. A copy of the amendment was attached as Annex A to the proxy statement and a copy of the plan is available on our file with the Securities and Exchange Commission. I have just introduced the matter for vote, and additional information about it is contained in our proxy statement. I would now entertain a motion to submit the matter for vote. Will someone please move the matter for vote?

I so move.

Will someone second the motion?

I second the motion.

I hereby declare the resolution proposed. The next matter being submitted to stockholders for action is approval of the DHI Group, Inc. employee stock purchase plan. Subject to stockholder approval, the Board has adopted and approved the employee stock purchase plan. Copy of the plan was attached as Annex B to the proxy statement. Under the employee stock purchase plan, eligible employees of DHI and its subsidiaries may purchase common stock subject to certain limitations during prespecified offering periods at a 15% discount of the then current fair market value. The Board believes that the plan will help DHI retain and motivate eligible employees and further align their interests with those of our stockholders. I've just introduced the matter for vote and additional information about it is contained in the proxy statement. I'll now entertain a motion to submit the matter for vote. Will someone please move the matter for vote?

I so move.

Will someone second the motion?

I second the motion.

I hereby declare the resolution proposed. We have received no notices of other business to come before the meeting. I will now turn the meeting back over to Art Zeile, our President and Chief Executive Officer.

Thank you all for your attention. We will now entertain general questions and discussion. Anyone wishing to address the meeting should submit a question through the virtual meeting platform to be recognized. Please include your name, indicate whether you are a stockholder or a proxy for a stockholder and submit your question at this time. As no questions have been issued. At this time, I would like to ask the Inspector of Elections to please report the results of the balloting.

The ballots have been counted. A majority of votes cast in person or by proxy have been voted for the election of the Director nominees named in the proxy statement serving for a 3-year term. In connection with the ratification of the selection of independent auditors. 50,013,459 shares being more than a majority of the shares present or by proxy have been voted in favor of, 318,804 shares have been voted against, and 53,601 shares have abstained from the vote on the ratification of the selection of Deloitte & Touché LLP as the company's independent registered public accounting firm for the fiscal year ending on December 31, 2020. In connection with the resolution relating to the advisory Board on executive compensation. 45,233,796 shares, being more than a majority of the shares present or by proxy have been voted in favor of, 992,259 shares have been voted against, and 74,067 shares have abstained from the vote on the resolution. In connection with the approval of the second amendment to the DHI Group, Inc. 2012 Omnibus Equity Award Plan, 27,440,473 shares, being more than a majority of the shares present or by proxy have been voted in favor of, 18,737,640 shares have been voted against, and 102,009 shares have abstained from the vote on the resolution. In connection with the approval of the DHI Group, Inc. Employee Stock Purchase Plan, 46,137,303 shares being more than a majority of the shares present or by proxy have been voted in favor of, 122,114 shares have been voted against, and 40,705 shares have abstained from the vote on the resolution.

Thank you, [ June ]. I hereby declare that, first, the nominees for Director have been duly elected. Second, the selection of Deloitte & Touché LLP as the company's independent registered public accountants for the year ending December 31, 2020, has been ratified. Third, the advisory vote on the executive compensation resolution has been approved. Fourth, the second amendment to the DHI Group, Inc. 2012 Omnibus Equity Award Plan has been approved. And fifth, the DHI Group Inc. employee stock purchase plan has been approved. If there are no other business, this concludes our meeting. I would once again like to express my sincere appreciation and thanks to all of the DHI group employees who have worked so hard to contribute to our success over the past year. I would also like to thank all of our stockholders who continue to support our company. Thank you for attending our Annual Stockholders' Meeting. We look forward to your attendance next year.

This concludes the meeting. You may now disconnect.