DLH : Submission of Matters to a Vote of Security Holders - Form 8-K
March 20, 2024 at 06:04 am EDT
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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
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20 March 2024 and is solely responsible for the information contained therein. Distributed by
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DLH Holdings Corp. is a provider of science research and development, systems engineering and integration, and digital transformation and cyber security solutions to federal agencies. The Company is focused on improved deployment of health and defense initiatives for multiple agencies within the federal government, including the Department of Health and Human Services and Department of Defense. Its digital transformation and cyber security solutions include tools, such as artificial intelligence and machine learning, cloud enablement, cybersecurity ecosystem, big data analytics, and modeling and simulation. The Company's science research and development solutions include data analytics, testing and evaluation, clinical trials research services, and epidemiology studies. Its systems engineering and integration solutions include system modernization, enterprise-edge information technology (IT) management, health IT systems, performance-based logistics and robotics and unmanned systems.