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 11, 2021
| 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,<br><br> <br>Centennial, Colorado | 80111 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (212) 448-6605 | |
| --- | |
| (Registrant's Telephone Number, Including Area Code) | |
| NOT APPLICABLE | |
| (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. ☐
ITEM8.01. OTHER EVENTS.
On February 11, 2021, DHI Group, Inc. (the “Company”) announced that its board of directors has authorized a stock repurchase program that permits the purchase of up to $8 million of its common stock. The new authorization is currently effective and will be in effect through February 11, 2022. 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 by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS ANDEXHIBITS.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated February 11, 2021 |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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 11, 2021 | By: | /s/ Brian P. Campbell | |
| Name: | Brian P. Campbell | ||
| Title: | Chief Legal Officer |
EXHIBIT 99.1
DHIGroup Announces New $8 Million Stock Repurchase Program
CENTENNIAL, Colo, February 11, 2021 – DHI Group, Inc. (NYSE: DHX) today announced that its Board of Directors has authorized a stock repurchase program that permits the purchase of up to $8 million of the Company’s common stock. This new authorization is currently effective and will be in effect through February 11, 2022. Under the plan, management has discretion in determining the conditions under which shares may be purchased from time to time.
In May 2020, the Board of Directors authorized the purchase of up to $5 million of its common stock. Under this plan, the Company repurchased 2.2 million shares of its common stock on the open market for $5 million, effectively ending the program prior to its original expiry date of May 2021.
“We believe the stock buyback program is recognition of the long-term prospects of the business and the undervalued price of our stock,” said Kevin Bostick, Chief Financial Officer of DHI Group, Inc. “Consistent with our previous programs, we will continue to evaluate investment opportunities in the business against buying back shares.”
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.
InvestorContact
MKR Investor Relations
212-448-4181
ir@dhigroupinc.com
MediaContact
Rachel Ceccarelli
VP of Engagement
212-448-8288
media@dhigroupinc.com
**AboutDHI Group, Inc.**DHI Group, Inc. (NYSE: DHX) is a provider of software products, online tools and services to deliver career marketplaces to candidates and employers globally. DHI's three brands -- Dice, ClearanceJobs and eFinancialCareers — enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly technology, those with active government security clearances and in financial services. Professionals find ideal employment opportunities, relevant job advice and personalized data to best manage their whole technologist life. For 30 years, we have leveraged the latest technology to foster career connections in multiple markets including North America, Europe, the Middle East and the Asia Pacific region. Find out more at www.dhigroupinc.com.