DHI Group, Inc. ($DHX)

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, Inc. 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 11:00 a.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. Stockholders 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. The rules of conduct for this meeting can be found on the meeting website. We are conducting this meeting in accordance with our second amended and restated bylaws and the rules of conduct. Before proceeding to the business of the meeting, I'd like to introduce members of DHI's management who are joining us today. Greg Schippers, our Chief Financial Officer; Jack Connolly, our Chief Legal Officer and Corporate Secretary; and Shannon Gausman, our Senior Corporate Attorney. Also present with us today Greg Spiers of Deloitte & Touche LLP, who is the company's independent public accountant for the fiscal year which ended December 31, 2025. If questions arise during the discussion period, that would more appropriately be addressed by Greg, he will be glad to respond. We will also be assisted today by June Lutes 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 RSM US LLP as DHI's independent registered public accounting firm for the current fiscal year, which ends on December 31, 2026. Third, provide an advisory vote on executive compensation of our named executive officers. Fourth, approve the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as amended and restated; and finally, fifth, approve the First Amendment to the DHI Group Inc. 2020 Employee Stock Purchase Plan. Let's now move on to the business at hand. I would like to turn it over to Jack Connolly, our Chief Legal Officer and Corporate Secretary.

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

Thank you, Mr. Connolly. This meeting is held pursuant to the printed notice mailed on or about April 2, 2026 to each stockholder of record on March 20, 2026, 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 -- I beg your pardon. I will have to report that in a meeting, Jack, if you want to just say the other part.

I'm sorry, June, what's that?

Can you say your other part, and I have just lost that attachment? I'm sorry.

Okay. We will -- are you talking about the number of shares present at the meeting?

Yes.

It is 37,856,759.

Yes, correct. And the percentage of voting stock of the company is 91.31%.

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 the link provided online. Any shareholder who has already voted and does not wish to change their vote, do not take any further action. The first meeting 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 Art Zeile and Elizabeth Salomon. I have just introduced the nominees and additional information about them is available 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 Art Zeile and Elizabeth Salomon nominated. The company has not received notice of any other nomination 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 RSM US LLP referred to throughout this meeting as RSM as the independent registered public accounting firm of the company. I would like to call upon Greg Schippers, our CFO, for the recommendation in this regard.

Mr. Connolly, the audit committee was assigned the responsibility of recommending auditors to be selected by the Board of Directors. During the fourth quarter of 2025, to ensure the cost of our annual audit were competitive, the company initiated a request for proposal for the audit of its 2026 consolidated financial statements and quarterly reviews. The review of the proposals received considered a number of factors, including the firm's qualifications, independence, service approach and overall cost. As a result of the proposals received and reviewed, the Audit Committee appointed RSM as the company's independent registered public accounting firm following the completion of the audit of the company's consolidated financial statements for 2025. The Board subsequently approved the selection of RSM. The decision to change auditors was not the result of any disagreement with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. The Board and management team would like to thank Deloitte & Touche LLP for their years of service and professionalism. I now hereby move the ratification of the selection of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending on December 31, 2026.

Thank you, Greg. 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 an advisory vote on compensation of named executive officers. 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 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 disclosed pursuant to Item 402 of Regulation S-K, including 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 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 is a request for approval of the Second Amendment to the 2022 DHI Group, Inc. Omnibus Equity Award Plan as amended and restated, referred to as the equity plan. The purpose of this amendment is to, among other things, increase the number of shares of common stock authorized for issuance under the equity plan by 2,800,000 newly reserved shares. A full discussion of the proposed amendment to the equity plan is set forth in the proxy statement. I have just introduced the request for approval of the Second Amendment to the DHI Group, Inc. Omnibus Equity Award Plan as amended and restated, with additional information about the proposal contained in the proxy statement. I will now entertain a motion to submit the matter for vote. Will someone please move in favor of approving the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as amended and restated.

I so move.

Will someone second the motion?

I second the motion.

I hereby declare the request for approval submitted. The next matter being submitted to stockholders is a request for approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan, also referred to as the ESPP. The purpose of this amendment is to increase the maximum number of shares of common stock authorized for issuance over the term of the ESPP by 500,000 shares. A full discussion of the proposed amendment to the ESPP is set forth in the proxy statement. Have just introduced the request for approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan with additional information about the proposal contained in the proxy statement. I will now entertain a motion to submit the matter for vote. Will someone please move in favor of approving the amendment to the Employee Stock Purchase Plan.

I so move.

Will someone second the motion?

I second the motion.

I hereby declare the request for approval submitted. We have received no notices 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.

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. Each stockholder is limited to a total of not more than 2 questions or comments, no more than one of which may be on a single topic. Given that there are no questions or comments, at this time, I would like to answer -- 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, 37,467,481 shares, being more than a majority of the shares present or by proxy have been voted in favor of, 2,632 shares have been voted against and 343,961 shares have abstained from the vote on the ratification of the selection of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending on December 31, 2026. In connection with the resolution relating to the advisory vote on executive compensation, 26,222,150 shares being more than a majority of the shares present or by proxy have been voted in favor of 3,301,930 shares have been voted against and 2,481,264 shares have abstained from the vote on the resolution. In connection with the proposal relating to the approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as amended and restated, 28,502,404 shares being more than a majority of the shares present or by proxy have been voted in favor of, 3,196,573 shares have been voted against and 306,367 shares have abstained from the vote on the resolution. In connection with the proposal relating to the approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan, 31,154,634 shares being more than a majority of the shares present or by proxy have been voted in favor of 589,233 shares have been voted against and 261,477 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 RSM US LLP as the company's independent registered public accountants for the year ending December 31, 2026, has been ratified. Third, the advisory vote on the executive compensation resolution has been approved. Fourth, the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as amended and restated has been approved. And finally, fifth, the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan has been approved. If there is no other business, this concludes our meeting. I declare the formal portion of the meeting to be adjourned. I would again like to express my sincere appreciation and thanks to all of the DHI Group employees who have worked so hard over the past year. I would also like to thank all of our stockholders who continue to support the company. Thank you for coming to our Annual Stockholders' Meeting. We look forward to seeing you again next year.

This concludes the meeting. You may now disconnect.