8-K 1 form8k11776003_05202021.htm

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): May 19, 2021

 

HUDSON GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware 000-50129 59-3547281
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
53 Forest Avenue, Old Greenwich, CT 06870
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (203) 409-5628

 

 
(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, $0.001 par value

HSON

The NASDAQ Stock Market LLC
Preferred Stock 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 5.07Submission of Matters to a Vote of Security Holders.

On May 19, 2021, Hudson Global, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of the stockholders of the Company:

Proposal 1 - The Company’s stockholders elected the following directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified. The final votes with respect to the election of directors were as follows:

Nominee   Votes For   Votes Withheld   Broker Non-Votes
             
Richard K. Coleman, Jr.   2,030,378   149,708   301,054
             
Jeffrey E. Eberwein   2,160,516   19,570   301,054
             
Mimi K. Drake   2,121,114   58,972   301,054
             
Ian V. Nash   2,120,787   59,299   301,054
             
Connia M. Nelson   2,121,114   58,972   301,054

 

Proposal 2 – The Company’s stockholders 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. The final vote with respect to this matter was as follows:

Votes For   Votes Against   Abstentions   Broker Non-Votes
             
2,012,442   166,547   1,097   301,054

 

Proposal 3 – The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. The final vote with respect to this matter was as follows:

Votes For   Votes Against   Abstentions   Broker Non-Votes
             
2,005,712   82,043   92,331   301,054

 

Proposal 4 - The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2021. The final vote with respect to this matter was as follows:

Votes For   Votes Against   Abstentions   Broker Non-Votes
             
2,471,947   8,891   302   -

 

 

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.  
     
         
Dated: May 21, 2021 By: /s/ Jeffrey E. Eberwein  
    Name:   Jeffrey E. Eberwein  
    Title:  Chief Executive Officer