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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)
 

Delaware001-3870459-3547281
(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 (475) 988-2068
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:
 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueHSONThe NASDAQ Stock Market LLC
Preferred Share Purchase RightsThe 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 2,152,4143,234370,477
  
Jeffrey E. Eberwein 2,152,6393,009370,477
  
Connia M. Nelson 2,152,8462,802370,477
  
Robert G. Pearse 2,152,8472,801370,477

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
       
1,731,417421,1453,086370,477

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
       
2,151,8527163,080370,477
  
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
       
2,013,218138,7903,640 370,477

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
       
2,473,35736,94415,824 —

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

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

EXHIBIT NUMBERDESCRIPTION
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
v3.24.2.u1
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
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