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. 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. I'm Art Zeile, President and CEO of DHI Group, Inc. It is 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 Annual Meeting of Stockholders. As noted in our proxy statement, we have decided to continue hosting the annual meeting 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'd 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. Also present with us today are Greg Spears and Alexi Tune of Deloitte & Touche LLP, the company's independent public accountants. If questions arise during the discussion period that would be more appropriately addressed by Greg or Alexi, they will be glad to respond. 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 & Touche LLP as DHI's independent registered public accounting firm for the current fiscal year, which ends on December 31, 2023; third, provide an advisory note or vote on executive compensation; fourth, provide an advisory vote on the frequency of holding advisory votes on executive compensation; and fifth, approve the amendment and restatement of the 2022 Equity Award Plan. Let's now move on to the business of 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 17, 2023, to each stockholder of record on March 13, 2023, 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 42,900,000 shares of the company's voting capital stock out of a total of 48,266,272 shares outstanding as of the record date were present in person or by proxy. This is over 89% 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 shareholder who has already voted and does not wish to change their vote, need not take any further action. 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 Elizabeth Salomon and Art Zeile. I have just introduced the nominees and additional information about them is in our proxy statement. I would 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 Elizabeth Salomon and Art Zeile nominated. The company has not received notice of any other nominations by a stockholder, and therefore, 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 & Touche 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 deliberation this year, the Audit Committee worked closely and regularly with Deloitte & Touche, had substantial opportunity to evaluate their work and found it to be of consistently high quality. The Board approved the selection of Deloitte & Touche as the company's independent registered public accounting firm. I now hereby move the ratification of the selection of Deloitte & Touche LLP as the company's independent registered accountants for the fiscal year ending on December 31, 2023.

You have 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 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 shareholders 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 have just introduced the proposed resolution and additional information about 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 for an advisory vote on the frequency of holding any advisory votes on executive compensation. In compliance with Section 14A of the Securities Exchange Act, we are submitting a resolution to enable our stockholders to recommend on a discretionary and nonbinding basis, whether a nonbinding stockholder vote on executive compensation should occur every 1, 2 or 3 years. As part of our commitment to strong corporate governance, the Board believes that a frequency of every 1 year is optimal so that stockholders may annually express their views on our executive compensation program. Accordingly, we submit for approval, a recommendation for a vote to hold say-on-pay votes every 1 year as opposed to every 2 years or every 3 years. Although your vote is nonbinding, the Board of Directors and Compensation Committee expect to take account the outcome of the vote when considering future executive compensation decisions. The option that receives the highest number of votes cast will be determined to be the preferred frequency with which the company is to hold a stockholder vote to approve on an advisory basis the compensation of the named executive officers. I have just introduced a matter for both 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 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 amendment and restatement of the DHI Group, Inc. 2022 Omnibus Equity Award Plan. The Board of Directors has previously adopted and our stockholders have previously approved the 2022 Equity Award Plan. Subject to stockholder approval, the Board has adopted and approved the amendment and restatement of the 2022 Equity Award Plan to increase the number of shares of common stock available for issuance under the plan and to amend certain terms of the plan. A copy of the amended and restated plan was attached as Appendix B to the proxy statement, and a copy of the plan is available and on file with the SEC. I've just introduced the matter for vote 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 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 the meeting. The online voting is now closed, and I will 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 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 or comments, 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, 42,788,468 shares, being more than a majority of the shares present or by proxy have been voted in favor of, 129,906 shares have been voted against, and 41,236 shares have obtained from the vote on the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending on December 31, 2023. In connection with the resolution relating to the advisory vote on executive compensation, 37,648,229 shares, being more than a majority of the shares present or by proxy have been voted in favor of, 334,442 shares have been voted against, and 91,990 shares have abstained from the vote on the resolution. In connection with the advisory vote on the frequency of holding an advisory vote on executive compensation, 33,564,817 shares have been voted in favor of every 1 year, 33,269 shares have been voted in favor of every 2 years, 4,304,467 shares have been voted in favor of every 3 years, and 172,108 shares have abstained from the advisory vote. Accordingly, the preferred frequency with which the company is to hold a stockholder vote to approve on an advisory basis, the compensation of the named executive officers is every 1 year. In connection with the amendment and restatement of the DHI Group, Inc. 2022 Omnibus Equity Award Plan, 35,850,074 shares, be more than the majority of the shares present or by proxy have been voted in favor of, 2,183,710 shares have been voted against, and 40,877 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 & Touche LLP as the company's independent registered public accountants for the year ending December 31, 2023, has been ratified. Third, the advisory vote on the executive compensation resolution has been approved. Fourth, the vote was in favor of 1 year with respect to the advisory vote on how frequently an advisory vote on executive compensation would be held. And finally, the amendment and restatement of the 2022 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 this past year. I would also like to thank all of our stockholders who continue to support our company. Thank you for coming to our Annual Stockholders' Meeting. We look forward to seeing you next year.

This concludes the meeting. You may now disconnect.