DLH Holdings Corp. (NASDAQ:DLHC) Files An 8-K Submission of Matters to a Vote of Security Holders

DLH Holdings Corp. (NASDAQ:DLHC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

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Submission of Matters to a Vote of Security Holders

DLH Holdings Corp. (the “Company”) held its 2019 Annual Meeting of Shareholders on March 21, 2019 in New York, New York. The results of the matters voted on by the shareholders are set forth below. Only shareholders of record as of the close of business on January 22, 2019 were entitled to vote at the Annual Meeting. As of the record date, 12,036,161 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 10,626,014 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 filed on January 28, 2019. 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 2020 Annual Meeting and until their respective successors are duly elected and qualified

The eight 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

William H. Alderman

7,675,018

13,045

2,937,951

James P. Allen

7,296,182

391,881

2,937,951

Martin J. Delaney

7,136,907

551,156

2,937,951

Dr. Elder Granger

7,680,438

7,625

2,937,951

Dr. Frances M. Murphy

7,680,438

7,625

2,937,951

Zachary C. Parker

7,680,538

7,525

2,937,951

Frederick G. Wasserman

7,680,463

7,600

2,937,951

Austin J. Yerks

7,301,452

386,611

2,937,951

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 to Item402 of Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:

For

Against

Abstain

Broker Non-Votes

7,485,852

190,848

11,363

2,937,951

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 Section14A(a)(2)of the Exchange Act, occur annually, by the votes set forth in the table below:

EveryYear

EveryTwoYears

EveryThreeYears

Abstain

BrokerNon-Votes

7,486,105

105,811

85,589

10,558

2,937,951

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 – 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, 2019, by the following votes:

For

Against

Abstain

10,612,116

13,343

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