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

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

Good afternoon, ladies and gentlemen. It's a pleasure to welcome you here today. It is 3:00 p.m. Mountain Time. And in accordance with the notice of this meeting, I hereby call to order our special meeting of stockholders. As noted in our proxy statement, we have decided to continue hosting the stockholder meetings virtually to provide for greater participation as our stockholders are not centrally located. 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. [Operator Instructions] 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; and Brian Campbell, our Chief Legal Officer and Corporate Secretary. 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 approve the DHI Group, Inc. 2022 Omnibus Equity Award 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 would like to hereby appoint [ June Lutz ] from Computershare to serve as inspector of election at this meeting 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 June 16, 2022, to each stockholder of record on June 13, 2022, 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 Centennial, Colorado and open to examination by any stockholder for the past 10 days. The list is also available at this meeting for examination by any stockholder by clicking the shareholder list link in the meeting center. The count of shares present immediately prior to the commencement of the meeting indicated that in excess of 33,315,148 shares of the company's voting capital stock out of a total of 47,334,326 shares outstanding as of the record date were present in person or by proxy. This is over 70% 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 voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not wish to change their vote, need not take any further action. [Voting]

The only matter being submitted to stockholders for action is approval of the DHI Group, Inc. 2022 Omnibus Equity Award Plan. Subject to stockholder approval, the Board has adopted and approved the 2022 Equity Award Plan to allow the company to continue to issue equity as a form of compensation. A copy of the amendment was Annex B to the proxy statement. I've just introduced the matter for vote and additional information about it is in the 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. We have received no notice of other business to come before this meeting. The online voting is now closed, and I will turn the meeting back over to Art Zeile, our President and Chief Executive Officer.

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 state your name, indicate whether you are a stockholder or a proxy for a stockholder and proceed with your question or comment. Seeing that there are no questions, 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 in connection with the approval of the DHI Group, Inc. 2022 Omnibus Equity Award Plan. 32,007,852 shares being more than a majority of the shares present or by proxy have been voted in favor of, 1,289,499 shares have been voted against and 17,797 shares have abstained from the vote on the resolution.

Thank you, [ June ]. I hereby declare that the DHI Group, Inc. 2022 Omnibus Equity Award Plan has been approved. If there is no other business, this concludes our meeting. I would 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 coming to our special stockholders meeting. We look forward to seeing you again next year.

This concludes the meeting. You may now disconnect.