HUDSON GLOBAL, INC. (NASDAQ:HSON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On February 11, 2019, the Board of Directors (the “Board”) of Hudson Global, Inc. (the “Company”) increased the size of the Board and appointed Mimi Drake and Connia Nelson as new independent directors to the Board to fill such vacancies, effective immediately. No decision has been made with respect to the naming of Ms. Drake or Ms. Nelson to any regular committees of the Board.
Ms. Drake and Ms. Nelson will be entitled to the compensation the Company offers its other non-employee directors, including annual retainers and equity compensation. For more information on the compensation of the Company’s directors, please refer to the disclosures under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 8, 2018.
There are no arrangements or understandings between each of Ms. Drake and Ms. Nelson and any other person to which either Ms. Drake or Ms. Nelson was selected as a director. Neither Ms. Drake nor Ms. Nelson is a party to any transaction required to be disclosed to Item 404(a) of Regulation S-K.
| Item 5.08 | Shareholder Director Nominations. |
On February 11, 2019, the Board determined to hold the Company’s next annual meeting of stockholders (the “2019 Annual Meeting”) on May 6, 2019 at the offices of Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, New York 10019. The Board set a record date of March 12, 2019 for the 2019 Annual Meeting.
As the scheduled date of the 2019 Annual Meeting will be more than 30 calendar days prior to the anniversary of the Company’s last annual meeting of stockholders, the deadline for any stockholder proposal, including director nominations, intended to be considered at the 2019 Annual Meeting has been modified. As a result of such modification and to the Company’s Amended and Restated By-Laws (the “Bylaws”), to be timely, a stockholder’s written notice shall be delivered to the attention of the Company’s Secretary no later than the close of business on February 25, 2019 (the 10th day following the day on which public announcement of the date of the 2019 Annual Meeting is first made). Any such written notice must be comply with all applicable advance notice provisions of the Bylaws. Stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for its 2019 Annual Meeting must comply with the requirements, including the deadline, set forth above as well as all applicable rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
On February 15, 2019, the Company issued a press release announcing the appointment of Ms. Drake and Ms. Nelson. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
Hudson Global, Inc. Exhibit
EX-99.1 2 ex991to8k11776003_02152019.htm Exhibit 99.1 Hudson Global Enhances its Board of Directors Adds Two Highly-Qualified Independent Directors OLD GREENWICH,…
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About HUDSON GLOBAL, INC. (NASDAQ:HSON)
Hudson Global, Inc. (Hudson) is a provider of professional-level recruitment and related talent solutions across the world. The Company’s segments include Hudson Americas, Hudson Asia Pacific and Hudson Europe. Its service offerings include Permanent Recruitment, Temporary Contracting, Recruitment Process Outsourcing (RPO) and Talent Management solutions. The Permanent Recruitment services leverage its consultants, supported by its specialists in the delivery of its methods to identify, select and engage the talent. In Temporary Contracting, Hudson provides a range of project management, interim management and professional contract staffing services. Hudson RPO services include complete recruitment outsourcing, project-based outsourcing, contingent workforce solutions and recruitment consulting. Its Talent Management Solutions’ capability encompasses services, such as talent assessment, interview training, executive coaching, employee development and outplacement.
