DHX 8-K
Dhi Group, Inc. (DHX)
8-K
2023-07-28
For: 2023-07-26
View Original
Added on
April 06, 2026
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) July 26, 2023
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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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):
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 26, 2023, the Board of Directors (the "Board") of DHI Group, Inc. (the "Company"), pursuant to the Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated By-laws of the Company, approved an increase of the size of the Board from seven directors to eight directors, and appointed Joseph Massaquoi, Jr. to serve on the Board as a class Class II director and as a member of the Company's Audit Committee, in each case, effective immediately
As compensation for his service on the Board, Mr. Massaquoi will receive the Company’s standard compensation for non-employee directors, including an annual equity award. There are no understandings or arrangements with any person pursuant to which Mr. Massaquoi was selected as a director, and Mr. Massaquoi is not party to any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
The Board considered the independence of Mr. Massaquoi under New York Stock Exchange (“NYSE”) listing standards and concluded that Mr. Massaquoi is an independent director under the applicable NYSE standards.
On July 26, 2023, the Company issued a press release announcing the appointment of Mr. Massaquoi, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(a)Exhibits.
EXHIBIT NO. DESCRIPTION
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| 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: | July 28, 2023 | By: /S/ E. Jack Connolly | ||||||||||||
| Name: E. Jack Connolly | ||||||||||||||
| Title: Vice President and General Counsel | ||||||||||||||
EXHIBIT INDEX
DHI Group, Inc. Announces New Appointment to the Board of Directors
CENTENNIAL, Colorado July 26, 2023- DHI Group, Inc. (NYSE: DHX) (the “Company”) today announced Joe Massaquoi, Chief Financial Officer at H2 Clipper, Inc., has been appointed to the Company’s board of directors.
“Joe brings a broad perspective to the DHI board of directors with his background of advising companies at all stages of growth and across a range of industries,” said Art Zeile, Chief Executive Officer at DHI Group, Inc. “I’m confident Joe’s demonstrated record of leading strategic corporate initiatives will help our company create further DHI shareholder value.”
Mr. Massaquoi has an extensive career as a global finance executive securing capital necessary to accelerate growth and drive M&A transactions at growth-stage technology, energy and aerospace companies. Mr. Massaquoi currently serves as Chief Financial Officer at H2 Clipper, Inc., a cleantech innovation leader in hydrogen transport and distribution. Prior to joining H2C, he served as the CFO of Boom Supersonic, where he grew a team responsible for financial oversight and capital allocation. Previously he served as CFO of Initium Aerospace, a startup seeded by Boeing, where he established and shaped the finance strategy, operations and controls. Earlier in his career, Mr. Massaquoi worked investment banking, serving as a Director of Mergers & Acquisitions at Credit Suisse and Vice President at Deutsche Bank. He began his career as a financial analyst at Lehman Brothers.
“I’m passionate about innovation that connects people and empowers teams to transform businesses. I was drawn to DHI’s mission of connecting technology talent with companies to propel business objectives,” said Joe Massaquoi. “I look forward to bringing my advisory insights and experience working with public companies on financial oversight and capital allocation to DHI.”
Mr. Massaquoi earned a B.S. in Physics from Morehouse College and received an M.B.A. from Harvard Business School. Mr. Massaquoi also serves as a board member at Red Rocks Credit Union and is a member of the board of advisors at Vita Inclinata Technologies.
With this new addition, the board of directors for DHI Group will be comprised of eight members, seven of whom are independent.
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