DHI GROUP, INC. 8-K

What Happened
DHI Group, Inc. filed an 8‑K on May 19, 2026 reporting results of its virtual annual meeting held May 15, 2026 (record date March 20, 2026; 43,898,515 shares outstanding). Shareholders approved amendments to increase the share reserves for the 2022 Omnibus Equity Award Plan by 2,800,000 shares and the 2020 Employee Stock Purchase Plan (ESPP) by 500,000 shares. At the same meeting shareholders also elected two Class I directors (Art Zeile and Elizabeth Salomon) and ratified RSM US LLP as the company’s independent auditor.

Key Details

• Equity plan increases approved: +2,800,000 shares to the 2022 Omnibus Equity Award Plan; +500,000 shares to the ESPP.
• Director elections (three‑year terms): Art Zeile — For 30,620,742; Against 1,417,673; Abstain 9,614; Broker non‑votes 5,808,730. Elizabeth Salomon — For 30,611,576; Against 1,189,356; Abstain 247,098; Broker non‑votes 5,808,730.
• Auditor ratified: RSM US LLP — For 37,467,481; Against 2,632; Abstain 343,961; Broker non‑votes 42,685.
• Advisory “say-on-pay” vote: For 26,222,150; Against 3,301,930; Abstain 2,481,264; Broker non‑votes 5,851,415. Vote totals for the equity plan amendment: For 28,502,404; Against 3,196,573; Abstain 306,367; Broker non‑votes 5,851,415. ESPP amendment vote: For 31,154,634; Against 589,233; Abstain 261,477; Broker non‑votes 5,851,415.

Why It Matters
Approving additional shares for the equity award plan and the ESPP gives DHI Group more shares to grant to employees and executives for compensation and employee ownership programs. That can support retention and recruiting but may increase potential dilution over time as awards are issued. The re‑election of directors and auditor ratification are routine governance matters confirming shareholder support for management’s direction.