DLH HOLDINGS CORP. Item 5.07 Submission of matter to a Vote of Security Holders.
On
2023 were entitled to vote at the Annual Meeting. As of the record date, 13,756,969 shares of common stock of the Company were outstanding and entitled to vote at the
Annual Meeting. At the Annual Meeting, 11,753,188 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
each proposal are set forth below.
Proposal 1 - Election of eight directors nominated by the Board to serve until the Company's 2024 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
Judith L. Bjornaas 10,207,790 133,237 1,421,161
Martin J. Delaney 8,869,947 1,471,080 1,421,161
Dr. Elder Granger 9,913,395 427,632 1,421,161
Dr. Frances M. Murphy 8,684,307 1,656,720 1,421,161
Zachary C. Parker 10,186,683 154,344 1,421,161
Frederick G. Wasserman 9,887,827 453,200 1,421,161
Austin J. Yerks III 9,353,801 987,226 1,421,161
Stephen J. Zelkowicz 10,208,907 132,120 1,421,161
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
9,848,102 486,481 6,444 1,412,161
Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm
The shareholders voted to ratify the appointment of
ending September 30, 2023 , by the following votes:
For Against Abstain
11,516,877 15,456 220,855
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