0001628280-18-001433.txt : 20180212 0001628280-18-001433.hdr.sgml : 20180212 20180212162442 ACCESSION NUMBER: 0001628280-18-001433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180208 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180212 DATE AS OF CHANGE: 20180212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLH Holdings Corp. CENTRAL INDEX KEY: 0000785557 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 221899798 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18492 FILM NUMBER: 18596712 BUSINESS ADDRESS: STREET 1: 3565 PIEDMONT ROAD, NE STREET 2: BUILDING 3, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 8669521647 MAIL ADDRESS: STREET 1: 3565 PIEDMONT ROAD, NE STREET 2: BUILDING 3, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: TEAMSTAFF INC DATE OF NAME CHANGE: 19990216 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL SOLUTIONS INC DATE OF NAME CHANGE: 19920703 8-K 1 a8-kfy2018annualmtgconform.htm DLHC 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):  February 8, 2018
DLH Holdings Corp.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER:  0-18492
New Jersey
22-1899798
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

3565 Piedmont Road, NE
Atlanta, GA 30305
(Address and zip code of principal executive offices)
(866) 952-1647
(Registrant's telephone number, including area code
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:
¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


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(e)     In December 2017, the board of directors of DLH Holdings Corp. (the “Company”) adopted, subject to shareholder approval, an amendment to its 2016 Omnibus Equity Incentive Plan (the “2016 Plan”) to increase the number of authorized shares of common stock available for issuance under that plan by 1,500,000 shares (the “Proposal”). On February 8, 2018, the Proposal was approved by shareholders at the Company’s Annual Meeting of Shareholders. The foregoing summary description of the amendment to the 2016 Plan is qualified in its entirety by reference to the actual terms of the 2016 Plan, as amended, which was attached as Annex A of the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”), as filed with the Securities and Exchange Commission on December 29, 2017. For additional information regarding the Proposal, shareholders are encouraged to refer to Proposal 3 of the Proxy Statement.

Item 5.07
Submission of Matters to a Vote of Security Holders

DLH Holdings Corp. held its 2018 Annual Meeting of Shareholders on February 8, 2018 in Atlanta, Georgia. The results of the matters voted on by the shareholders are set forth below. Only shareholders of record as of the close of business on December 20, 2017 were entitled to vote at the Annual Meeting. As of the record date, 11,882,494 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 9,994,427 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. The proposals presented to the Company’s shareholders at the Annual Meeting are described in detail in the Company’s Proxy Statement filed on December 29, 2017. The final results for each proposal are set forth below.

Proposal 1 – Election of eight directors nominated by the Board to serve until the Company’s 2019 Annual Meeting and until their respective successors are duly elected and qualified

The eight nominees who received the highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated below:

Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
William H. Alderman
 
8,520,454
 
110,791
 
1,363,182
 
 
 
 
 
 
 
James P. Allen
 
8,102,605
 
528,640
 
1,363,182
 
 
 
 
 
 
 
Martin J. Delaney
 
8,590,729
 
40,516
 
1,363,182
 
 
 
 
 
 
 
Elder Granger
 
8,520,454
 
110,791
 
1,363,182
 
 
 
 
 
 
 
Frances M. Murphy
 
8,591,729
 
39,516
 
1,363,182
 
 
 
 
 
 
 
Zachary C. Parker
 
8,597,048
 
34,197
 
1,363,182
 
 
 
 
 
 
 
Frederick G. Wasserman
 
8,595,916
 
35,329
 
1,363,182
 
 
 
 
 
 
 
Austin J. Yerks
 
8,031,330
 
599,915
 
1,363,182

Proposal 2 – Advisory Vote on the Compensation of the Company’s Named Executive Officers


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The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:
    
For
 
Against
 
Abstain
 
Broker Non-Votes
8,027,233
 
537,113
 
66,899
 
1,363,182

Proposal 3 – Amendment to the 2016 Omnibus Equity Incentive Plan

The shareholders voted to approve the amendment to the Company’s 2016 Plan, by the following votes:

For
 
Against
 
Abstain
 
Broker Non-Votes
7,899,967
 
664,539
 
66,739
 
1,363,182

Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm

The shareholders voted to ratify the appointment of Withum, Smith + Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018, by the following votes:

For
 
Against
 
Abstain
9,963,299
 
27,857
 
3,271


Item 9.01
Financial Statements and Exhibits

Exhibit
Number

Exhibit Title or Description
10.1
2016 Omnibus Equity Incentive Plan, as amended (incorporated by reference to Annex A to the Company’s Proxy Statement dated December 29, 2017)
 


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SIGNATURE
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.
 
 
DLH Holdings Corp.
 
 
 
 
 
By: /s/ Kathryn M. JohnBull
 
 
 
 
 
Name: Kathryn M. JohnBull
 
 
Title:   Chief Financial Officer
 Date:   February 12, 2018
 
 


























    



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EXHIBIT INDEX


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