UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2024
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (475 ) 988-2068
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
The Company held its Annual Meeting on July 31, 2024. As of the close of business on June 25, 2024, the record date for the Annual Meeting, there were 2,754,602 shares of the Company’s common stock outstanding and entitled to vote. A total of 2,526,125 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, the Company’s stockholders:
(a) Elected four directors to serve on the Company’s board of directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified (Proposal 1);
(b) Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal 2);
(c) Approved an amendment to the Company’s Amended and Restated Certificate of Incorporation designed to protect the tax benefits of the Company’s net operating losses (Proposal 3);
(d) Approved an amendment to the Company’s Rights Agreement (the “Rights Agreement”) by and between the Company and Computershare Trust Company, N.A., to extend its term through October 15, 2027 (Proposal 4); and
(e) Ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024 (Proposal 5).
For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:
Proposal 1 – Election of Board of Directors
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Mimi K. Drake | 2,152,414 | 3,234 | 370,477 | |||||||||||||||||
| Jeffrey E. Eberwein | 2,152,639 | 3,009 | 370,477 | |||||||||||||||||
| Connia M. Nelson | 2,152,846 | 2,802 | 370,477 | |||||||||||||||||
| Robert G. Pearse | 2,152,847 | 2,801 | 370,477 | |||||||||||||||||
Proposal 2 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,731,417 | 421,145 | 3,086 | 370,477 | |||||||||||||||||
Proposal 3 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation designed to protect the tax benefits of the Company’s net operating losses
1
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 2,151,852 | 716 | 3,080 | 370,477 | |||||||||||||||||
Proposal 4 – Approval of the amendment of the Rights Agreement to extend its term through October 15, 2027
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 2,013,218 | 138,790 | 3,640 | 370,477 | |||||||||||||||||
Proposal 5 – Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 2,473,357 | 36,944 | 15,824 | — | |||||||||||||||||
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
The following exhibit is included with this Current Report on Form 8-K:
| EXHIBIT NUMBER | DESCRIPTION | |||||||
| 104* | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
*Filed herewith
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUDSON GLOBAL, INC. (Registrant) | ||||||||
| By: | /s/ JEFFREY E. EBERWEIN | |||||||
| Jeffrey E. Eberwein | ||||||||
| Chief Executive Officer | ||||||||
| Dated: | August 2, 2024 | |||||||
3