8-K

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):  March 13, 2025

DLH Holdings Corp.

(Exact name of Registrant as Specified in its Charter)

New Jersey	0-18492	22-1899798
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)

3565 Piedmont Road, NE, Building 3, Suite 700

Atlanta, GA 30305

(Address of Principal Executive Offices, and Zip Code)

(770) 554-3545

Registrant's telephone number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DLHC	Nasdaq	Capital Market

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the Annual Meeting of Shareholders held on March 13, 2025 (the “Annual Meeting”) of DLH Holdings Corp. (the “Company”), the shareholders of the Company approved the 2025 Equity Incentive Plan (the “2025 Plan”), which was previously approved by the Company’s board of directors subject to shareholder approval. The 2025 Plan became effective upon shareholder approval at the Annual Meeting and replaces and succeeds the Company’s 2016 Omnibus Equity Incentive Plan, as previously amended. A description of the material terms of the 2025 Plan is included in “Proposal 4 – Approval of the DLH Holdings Corp. 2025 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2025 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description of the 2025 Plan is qualified in its entirety by reference to the text of the 2025 Plan, which is set forth in Appendix A to the Proxy Statement.

Item 5.07 Submission of matter to a Vote of Security Holders.

On March 13, 2025, the Company held the Annual Meeting. Only shareholders of record as of the close of business on January 22, 2025, were entitled to vote at the Annual Meeting. As of the record date, 14,386,468 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,857,112 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. The proposals presented to the Company’s shareholders at the Annual Meeting are described in detail in the Company’s Proxy Statement. The final results for each proposal are set forth below.

Proposal 1 – Election of eight directors nominated by the Board to serve until the Company’s 2026 Annual Meeting and until their respective successors are duly elected and qualified

The seven nominees who received the highest number of votes (all of the below individuals) were elected to the board of directors to hold office for a one-year term and until their respective successors are elected and qualified. The shareholders voted to elect the following directors by the votes indicated below:

Nominee	For	Withheld	Broker Non-Votes
Judith L. Bjornaas	9,831,668	364,014	2,661,430
Dr. Elder Granger	9,305,809	889,873	2,661,430
Dr. Frances M. Murphy	9,214,976	980,706	2,661,430
Zachary C. Parker	9,843,127	352,555	2,661,430
Frederick G. Wasserman	9,759,354	436,328	2,661,430
Austin J. Yerks III	9,658,998	536,684	2,661,430
Stephen J. Zelkowicz	9,831,713	363,969	2,661,430

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Proposal 2 – Advisory Vote on the Compensation of the Company’s Named Executive Officers

The shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:

For	Against	Abstain	Broker Non-Votes
8,268,874	1,398,349	528,459	2,661,430

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The shareholders recommended, on an advisory basis, that the frequency of future shareholder votes on the compensation of the Company’s named executive officers, as required by Section 14A(a)(2) of the Exchange Act, occur annually, by the votes set forth in the table below:

Every Year	Every Two Years	Every Three Years	Abstain	Broker Non-Votes
9,224,821	744,503	224,239	2,119	2,661,430

In accordance with the results of the advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.

Proposal 4- Approval of the DLH Holdings Corp. 2025 Equity Incentive Plan

The shareholders voted to approve the Company’s 2025 Equity Incentive Plan, by the following votes:

For	Against	Abstain	Broker Non-Votes
8,885,977	1,307,175	2,530	2,661,430

Proposal 5 – Ratification of Selection of Independent Registered Public Accounting Firm

The shareholders voted to ratify the appointment of Withum, Smith + Brown, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025, by the following votes:

For	Against	Abstain
12,111,882	742,792	2,438

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached to this Current Report on Form 8-K:

Exhibit Number	Exhibit Title or Description
10.1	2025 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement dated January 28, 2025).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

	DLH Holdings Corp.
	By: /s/ Kathryn M. JohnBull
	Name: Kathryn M. JohnBull
	Title:   Chief Financial Officer
Date:  March 18, 2025

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XML

Cover	Mar. 13, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 13, 2025
Entity Registrant Name	DLH Holdings Corp.
Entity Incorporation, State or Country Code	NJ
Entity File Number	0-18492
Entity Tax Identification Number	22-1899798
Entity Address, Address Line One	3565 Piedmont Road, NE
Entity Address, Address Line Two	Building 3
Entity Address, Address Line Three	Suite 700
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30305
City Area Code	770
Local Phone Number	554-3545
Title of 12(b) Security	Common Stock
Trading Symbol	DLHC
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000785557
Amendment Flag	false