---
schema_version: "secwatch.filing_event.v1"
accession: "0001393883-26-000094"
form_type: "8-K"
ticker: "DHX"
cik: "0001393883"
company_name: "DHI GROUP, INC."
filed_at: "2026-05-19T20:17:12+00:00"
generated_at: "2026-05-19T20:18:35.452685+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve equity plan share increases and elect Zeile, Salomon as directors

## Summary
- Stockholders approved adding 2,800,000 shares to DHI 2022 Omnibus Equity Award Plan.
- 500,000 shares added to 2020 Employee Stock Purchase Plan.
- Class I directors Art Zeile and Elizabeth Salomon elected with ~30.6M votes each.
- Advisory say-on-pay passed with 26.2M for, 3.3M against; RSM US LLP ratified as auditor.

## SEC filing metadata
- accession: 0001393883-26-000094
- form_type: 8-K
- ticker: DHX
- cik: 0001393883
- company_name: DHI GROUP, INC.
- filed_at: 2026-05-19T20:17:12+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/0001393883-26-000094-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/dhx-20260515.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001393883-26-000094
- JSON: https://secwatch.observer/filing/0001393883-26-000094.json
- Plain text: https://secwatch.observer/filing/0001393883-26-000094.txt

## Key facts
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan at the 2026-05-15 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-05-15
  source text: Approval of the First Amendment to the DHI Group, Inc. 2020 Employee Stock Purchase Plan. The results of the voting were as follows: For Against Abstain Broker Non-Votes 31,154,634 589,233 261,477 5,851,415
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/0001393883-26-000094-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2026-05-15 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-15
  source text: Advisory vote to approve the compensation of the Company's named executive officers. The results of the voting were as follows: For Against Abstain Broker Non-Votes 26,222,150 3,301,930 2,481,264 5,851,415
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/0001393883-26-000094-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Ratify the selection of RSM US LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-05-15 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-15
  source text: Ratify the selection of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the voting were as follows: For Against Abstain Broker Non-Votes 37,467,481 2,632 343,961 42,685
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/0001393883-26-000094-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated at the 2026-05-15 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-05-15
  source text: Approval of the Second Amendment to the DHI Group, Inc. 2022 Omnibus Equity Award Plan as Amended and Restated. The results of the voting were as follows: For Against Abstain Broker Non-Votes 28,502,404 3,196,573 306,367 5,851,415
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/0001393883-26-000094-index.htm
- Shareholder Votes
  DHI GROUP, INC. shareholders approved Election of two Class I directors at the 2026-05-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-15
  source text: The results of the voting were as follows. Nominees For Against Abstain Broker Non-Votes Art Zeile 30,620,742 1,417,673 9,614 5,808,730 Elizabeth Salomon 30,611,576 1,189,356 247,098 5,808,730
  evidence_url: https://www.sec.gov/Archives/edgar/data/1393883/000139388326000094/0001393883-26-000094-index.htm

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