UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Stockholders of Hudson Global, Inc. (the “Company”) on May 17, 2022 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the Company’s 2009 Incentive Stock and Awards Plan, as amended (the “Plan”) to authorize an additional 250,000 shares of common stock for issuance under the Plan. A description of the Plan, as amended, is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 21, 2022 (the “Proxy Statement”). The description herein is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on May 17, 2022. As of the close of business on April 5, 2022, the record date for the Annual Meeting, there were 2,804,779 shares of the Company’s common stock outstanding and entitled to vote. A total of 2,333,313 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 2023 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 amendments 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, 2024 (Proposal 3); | |
| (d) | Approved amendments to the Plan to increase the number of shares of the Company’s common stock issuable under the Plan by 250,000 shares and make other clarifying and technical changes (Proposal 4); and | |
| (e) | Ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2022 (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 | 1,838,580 | 854 | 493,879 | |||||||||
| Jeffrey E. Eberwein | 1,838,693 | 741 | 493,879 | |||||||||
| Ian V. Nash | 1,838,581 | 853 | 493,879 | |||||||||
| Connia M. Nelson | 1,838,580 | 854 | 493,879 | |||||||||
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 | |||||||||||
| 1,731,039 | 62,972 | 45,423 | 493,879 | |||||||||||
Proposal 3 – Approval of the amendment of the Rights Agreement to extend its term through October 15, 2024
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,703,622 | 90,820 | 44,992 | 493,879 | |||||||||||
Proposal 4 – Approval of the amendment of the Plan to increase the number of shares of the Company’s common stock issuable under the Plan by 250,000 shares and make other clarifying and technical changes
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,708,758 | 116,216 | 14,460 | 493,879 | |||||||||||
Proposal 5 – Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2022
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 2,297,586 | 21,668 | 14,059 | - | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1* | Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
*Filed herewith
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. | |||
| Dated: May 20, 2022 | By: | /s/ Jeffrey E. Eberwein | |
| Name: | Jeffrey E. Eberwein | ||
| Title: | Chief Executive Officer | ||