8-K
Dhi Group, Inc. (DHX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 15, 2022
DHI Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-33584 | 20-3179218 | |
|---|---|---|
| (Commission File Number) | (IRS Employer Identification No.) | |
| 6465 South Greenwood Plaza, Suite 400, Centennial Colorado | 80111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 448-6605
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐ 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))
| 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, par value $0.01 per share | DHX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
ITEM 8.01. OTHER EVENTS.
On February 15, 2022, DHI Group, Inc. (the “Company”) announced that its Board of Directors has authorized a stock repurchase program that permits the purchase of up to $15 million of its common stock. The new authorization is currently effective and will be in effect through February 2023. Under the new stock repurchase program, management has discretion in determining the conditions under which shares may be purchased from time to time. A press release announcing the repurchase program was issued and is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)Financial Statements of Business Acquired.
Not applicable.
(b)Pro Forma Financial Information.
Not applicable.
(c)Shell Company Transactions.
Not applicable.
(d)Exhibits.
| EXHIBIT NO. | DESCRIPTION |
|---|---|
| 99.1 | Press Release, dated February 15, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL) |
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.
| DHI GROUP, INC. | ||
|---|---|---|
| Date: | February 15, 2022 | By: /S/ Brian P. Campbell |
| Name: Brian P. Campbell | ||
| Title: Chief Legal Officer | ||
| EXHIBIT INDEX | ||
| --- | --- | |
| 99.1 | Press Release, dated February15, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL) |
Document
DHI Group Announces New $15 Million Stock Repurchase Program
CENTENNIAL, Colo., February 15, 2022-- DHI Group, Inc. (NYSE: DHX) today announced that its Board of Directors has authorized a new stock repurchase program that permits the purchase of up to $15 million of the Company's common stock. The new program was approved following the completion of DHI’s previous $20 million stock purchase program, which was in effect from February 2021 through February 2022. Under the $20 million program, the company repurchased approximately 4.4 million shares.
This new authorization is currently effective and will be in effect through February 2023. Under the plan, management has discretion in determining the conditions under which shares may be purchased from time to time, including block trades.
"We are committed to strategically allocating capital to investments we believe can generate value for our shareholders," said Kevin Bostick, Chief Financial Officer of DHI Group, Inc. “The stock buyback program demonstrates our confidence in the future growth of the Company and the undervalued price of our stock.”
Repurchases will be made in accordance with applicable securities laws in the open market, in privately negotiated transactions or through other means. Depending on acquisition opportunities, market conditions and other factors, these repurchases may commence or cease from time to time without prior notice.
Investor Contact
MKR Investor Relations
212-448-4181
ir@dhigroupinc.com
Media Contact
Rachel Ceccarelli
VP of Engagement
212-448-8288
media@dhigroupinc.com
About DHI Group, Inc. DHI Group, Inc (NYSE: DHX) is a provider of AI-powered career marketplaces that focus on technology roles. DHI's two brands, Dice and ClearanceJobs, enable recruiters and hiring managers to efficiently search for and connect with highly skilled technologists based on the skills requested. The Company's patent-pending algorithms manage
over 100,000 unique technology skills. Additionally, our marketplaces allow technology professionals to find their ideal next career opportunity, with relevant advice and personalized insights. Learn more at www.dhigroupinc.com.