Item 5.07 Submission of matter to a Vote of Security Holders.

On March 14, 2024, DLH Holdings Corp. (the "Company") held its 2024 Annual Meeting of Shareholders. Only shareholders of record as of the close of business on January 24, 2024, were entitled to vote at the Annual Meeting. As of the record date, 14,230,708 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 11,635,794 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 January 29, 2024. 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 2025 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
Judith L. Bjornaas 9,541,340 472,093 1,622,361
Martin J. Delaney 8,733,642 1,279,791 1,622,361
Dr. Elder Granger 9,784,474 228,959 1,622,361
Dr. Frances M. Murphy 8,599,156 1,414,277 1,622,361
Zachary C. Parker 9,783,399 230,034 1,622,361
Frederick G. Wasserman 9,765,509 247,924 1,622,361
Austin J. Yerks III 9,076,955 936,478 1,622,361
Stephen J. Zelkowicz 9,391,958 621,475 1,622,361

Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers

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
9,959,575 38,775 15,083 1,622,361

2

Proposal 3 - 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, 2024, by the following votes:

For Against Abstain
11,613,117 5,726 16,951



3

Attachments

  • Original Link
  • Permalink

Disclaimer

DLH Holdings Corp. published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 March 2024 10:03:21 UTC.