00013938834/25/20248-KFALSE00013938832024-04-252024-04-25


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) April 25, 2024

DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-3358420-3179218
(Commission File Number)(IRS Employer Identification No.)
6465 South Greenwood Plaza, Suite 400, Centennial, Colorado
80111
(Address of Principal Executive Offices)(Zip Code)

(212) 448-6605
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDHXNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


ITEM 5.07.    Submission of Matters to Vote of Security Holders.
On April 25, 2024, DHI Group, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting") as a virtual meeting online via live webcast. The Company's stockholders voted on, and approved, the following proposals at the Annual Meeting:
Proposal 1: Election of three Class II directors, for a term of three-years, or until his or her successor is duly elected and qualified.
NomineesForAgainstAbstainBroker Non-Votes
Kathleen Swann35,115,266 2,548,753 25,367 4,911,953 
Jim Friedlich33,627,109 3,830,081 232,196 4,911,953 
Joseph P. Massaquoi, Jr.35,236,017 2,425,535 27,834 4,911,953 
Proposal 2: Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
ForAgainstAbstain
42,424,893 156,789 19,657 
Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers.
ForAgainstAbstainBroker Non-Votes
30,410,710 6,031,283 1,247,393 4,911,953 

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.
(a)Financial Statements of Business Acquired.
Not applicable.
(b)Pro Forma Financial Information.
Not applicable.
(c)Shell Company Transactions.
Not applicable.
(d)Exhibits.

EXHIBIT NO.DESCRIPTION
104Cover Page Interactive Data File (embedded within the inline XBRL)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DHI GROUP, INC.
Date:April 29, 2024By: /S/ E. Jack Connolly
Name: E. Jack Connolly
Title: Vice President and General Counsel



EXHIBIT INDEX
104Cover Page Interactive Data File (embedded within the inline XBRL)