---
schema_version: "secwatch.filing_event.v1"
accession: "0001393883-23-000074"
form_type: "8-K"
ticker: "DHX"
cik: "0001393883"
company_name: "DHI GROUP, INC."
filed_at: "2023-04-28T23:59:59+00:00"
generated_at: "2026-06-16T06:19:51.678741+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve amended equity plan adding 2.9M shares; directors Zeile and Salomon elected

## Summary
- Stockholders approved the 2022 Omnibus Equity Award Plan amendment, increasing authorized shares by 2,900,000.
- Two Class I directors elected: Art Zeile (37,787,848 for) and Elizabeth Salomon (37,167,326 for).
- Deloitte & Touche LLP ratified as independent auditor for FY2023 (42,790,630 for).
- Advisory vote on executive compensation approved (37,650,391 for); one-year frequency selected (33,566,979 for).

## SEC filing metadata
- accession: 0001393883-23-000074
- form_type: 8-K
- ticker: DHX
- cik: 0001393883
- company_name: DHI GROUP, INC.
- filed_at: 2023-04-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/0001393883-23-000074-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/dhx-20230426.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001393883-23-000074
- JSON: https://secwatch.observer/filing/0001393883-23-000074.json
- Plain text: https://secwatch.observer/filing/0001393883-23-000074.txt

## Key facts
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers. at the 2023-04-26 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: Proposal 4: Advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers. One Year Two Years Three Years Abstain Broker Non-Votes 33,566,979 33,269 4,304,467 172,108 4,884,949
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/0001393883-23-000074-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Election of two Class I directors, for a term of three-years, or until his or her successor is duly elected and qualified. at the 2023-04-26 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: Proposal 1: Election of two Class I directors, for a term of three-years, or until his or her successor is duly elected and qualified. Nominees For Against Abstain Broker Non-Votes Art Zeile 37,787,848 272,217 16,758 4,884,949 Elizabeth Salomon 37,167,326 674,845 234,652 4,884,949
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/0001393883-23-000074-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Approval of the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated. at the 2023-04-26 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: Proposal 5: Approval of the DHI Group, Inc. 2022 Omnibus Equity Award Plan, as Amended and Restated. For Against Abstain Broker Non-Votes 35,852,236 2,183,710 40,877 4,884,949
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/0001393883-23-000074-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Advisory vote to approve the compensation of the Company's named executive officers. at the 2023-04-26 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: Proposal 3: Advisory vote to approve the compensation of the Company's named executive officers. For Against Abstain Broker Non-Votes 37,650,391 334,442 91,990 4,884,949
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/0001393883-23-000074-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-04-26 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-26
  source text: 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, 2023. For Against Abstain 42,790,630 129,906 41,236
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388323000074/0001393883-23-000074-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.