Form 8-K - Current report

0001210708falsetrue00012107082024-07-312024-07-310001210708us-gaap:CommonStockMemberexch:XNAS2024-07-312024-07-310001210708exch:XNAShson:PreferredSharePurchaseRightsMember2024-07-312024-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 31, 2024

 

HUDSON GLOBAL, INC.

(Exact name of registrant as specified in charter)

 

Delaware

001-38704

59-3547281

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

53 Forest Avenue, Suite 102

Old Greenwich, CT 06870

(Address of Principal Executive Offices)

 

Registrant's telephone number, including area code [phone]

N/A

(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:

 

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o			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, $0.001 par value			HSON			The NASDAQ Stock Market LLC
Preferred Share Purchase Rights						The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company 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.  ☐

---

Item 5.07.			Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on July 31, 2024. As of the close of business on June 25, 2024, the record date for the Annual Meeting, there were 2,754,602 shares of the Company’s common stock outstanding and entitled to vote. A total of 2,526,125 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, the Company’s stockholders:

(a)    Elected four directors to serve on the Company’s board of directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified (Proposal 1);

         

(b)     Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal 2);

         

(c)     Approved an amendment to the Company’s Amended and Restated Certificate of Incorporation designed to protect the tax benefits of the Company’s net operating losses (Proposal 3);

         

(d)     Approved an amendment to the Company’s Rights Agreement (the “Rights Agreement”) by and between the Company and Computershare Trust Company, N.A., to extend its term through October 15, 2027 (Proposal 4); and

         

(e)     Ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024 (Proposal 5).

For additional information on these proposals, please see the Proxy Statement. The voting results for each of these proposals are set forth below:

Proposal 1 – Election of Board of Directors

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Mimi K. Drake						2,152,414						3,234						370,477
Jeffrey E. Eberwein						2,152,639						3,009						370,477
Connia M. Nelson						2,152,846						2,802						370,477
Robert G. Pearse						2,152,847						2,801						370,477

Proposal 2 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers

Votes For						Votes Against						Abstentions						Broker Non-Votes
1,731,417						421,145						3,086						370,477

Proposal 3 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation designed to protect the tax benefits of the Company’s net operating losses

1

---

Votes For						Votes Against						Abstentions						Broker Non-Votes
2,151,852						716						3,080						370,477

  

Proposal 4 – Approval of the amendment of the Rights Agreement to extend its term through October 15, 2027

Votes For						Votes Against						Abstentions						Broker Non-Votes
2,013,218						138,790						3,640						370,477

Proposal 5 – Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2024

Votes For						Votes Against						Abstentions						Broker Non-Votes
2,473,357						36,944						15,824						—

Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is included with this Current Report on Form 8-K:

EXHIBIT NUMBER						DESCRIPTION
104*						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

*Filed herewith

2

---

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.

 

HUDSON GLOBAL, INC.  (Registrant)
By:			/s/ JEFFREY E. EBERWEIN
			Jeffrey E. Eberwein
			Chief Executive Officer
			Dated:			August 2, 2024

3

Cover	Jul. 31, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 31, 2024
Entity Registrant Name	HUDSON GLOBAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38704
Entity Tax Identification Number	59-3547281
Entity Address, Address Line One	53 Forest Avenue
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Old Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06870
City Area Code	475
Local Phone Number	988-2068
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001210708
Amendment Flag	false
Common Stock | The NASDAQ Stock Market LLC
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	HSON
Security Exchange Name	NASDAQ
Preferred Share Purchase Rights | The NASDAQ Stock Market LLC
Entity Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NASDAQ
No Trading Symbol Flag	true

---