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): February 25, 2020

  DHI Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-33584
20-3179218
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1450 Broadway, 29th Floor
New York, NY 10018
(212) 725-6550
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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 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 5.02.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 25, 2020, DHI Group, Inc. (the “Company”) announced that Chris Henderson, 52, has been promoted to the role of Chief Operating Officer (“COO”). Mr. Henderson previously served as Chief Strategy Officer for the Company. Mr. Henderson will work with the Company’s existing brand and functional leaders to develop and execute the overall strategy for each of the Company’s brands—Dice, ClearanceJobs and eFinancialCareers. Together, Mr. Henderson and functional leaders will work to accelerate the pace of customer-centered innovation and support the Company’s growth through greater functional alignment and focus on delivering best-in-class product and go-to-market solutions across the board.

Mr. Henderson has served as the Chief Strategy Officer for the Company since April 2019. Mr. Henderson has been responsible for the development and implementation of the Company’s strategy in support of the CEO and other executive leaders. Prior to joining the Company, Mr. Henderson served as the CEO of the Universal Service Administrative Company from September 2014 to May 2017, which delivers the FCC's $10 billion Universal Service effort to deliver high quality broadband to all Americans. Mr. Henderson previously held a number of senior roles in the public sector including Senior Advisor to Interior Secretary Ken Salazar and COO of City for the Denver under Mayor John Hickenlooper. He also spent twelve years at Vestar Capital Partners, a private equity firm, where he was managing director, member of the investment committee and co-head of the consumer group.

ITEM 7.01.
REGULATION FD DISCLOSURE.

On February 25, 2020, the Company issued a press release relating to Mr. Henderson’s promotion to COO. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)                             Exhibits. The following exhibits are being filed and furnished herewith.
 
Exhibit No.
Description
99.1



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.
 
       
 
By:
/s/ Brian P. Campbell
 
   
Name: Brian P. Campbell
 
   
Title: Senior Vice President, Corporate Development, Chief Legal Officer and Corporate Secretary
 
 

 
Dated: February 25, 2020



EXHIBIT INDEX
 
 
Exhibit No.
Description
99.1

 

 




EXHIBIT 99.1


Chris Henderson Named Chief Operating Officer at DHI Group, Inc.

NEW YORK, NEW YORK, February 25, 2020 – DHI Group, Inc. (NYSE: DHX) (“DHI” or “The Company”) announced today Chris Henderson has been promoted to the role of Chief Operating Officer having served as Chief Strategy Officer since April 2019. Chris will work with DHI’s existing brand and functional leaders to develop and execute the overall strategy for each of DHI’s brands—Dice, ClearanceJobs and eFinancialCareers. Together, Mr. Henderson and functional leaders will work to accelerate the pace of customer-centered innovation and support DHI’s growth through greater functional alignment and focus on delivering best-in-class product and go-to-market solutions across the board.
“Chris has been a strategic asset to me and our Company since joining DHI last year, helping us clarify our strategy and priorities. This evolution is a natural fit for him and as Chris focuses on driving functional excellence across our organization to benefit our brands, I will be able to focus more on other critical growth priorities,” said CEO Art Zeile.
Mr. Henderson joined DHI in April 2019, with responsibility for the development and implementation of strategic priorities for the Company. As the Company underwent a search for a new head of sales, Mr. Henderson served as interim Chief Revenue Officer, until the position was filled in October 2019. Prior to joining DHI, Mr. Henderson served as CEO of the Universal Service Administrative Company, Senior Advisor to United States Interior Secretary Ken Salazar, and COO of the City of Denver under Mayor John Hickenlooper.  Chris was also a private equity investor at Vestar Capital Partners, where he was a managing director.
“I’m really proud to be part of the great team Art has built here at DHI to deliver on his transformative vision for the company. I look forward to working with my senior leadership colleagues in this new role to ensure we deliver on all the potential before us as quickly and effectively as possible,” said Chris Henderson.
Investor Contact    
MKR Investor Relations
212-448-4181   
ir@dhigroupinc.com
Media Contact    
Rachel Ceccarelli 
Senior Director Communications 
212-448-8288 
media@dhigroupinc.com

About DHI Group, Inc.
DHI Group, Inc. (NYSE: DHX) is a leading provider of data, insights and employment connections through our specialized services for technology professionals and other select online communities. Our mission is
to empower technology professionals and organizations that hire them to compete and win through expert insights and relevant employment connections. Employers and recruiters use our websites and services to source, hire and connect with the most qualified and highly-skilled technology professionals, while professionals use our websites and services to find ideal employment opportunities, relevant job advice and tailored career-related data. For nearly 30 years, we have built our Company on providing employers and professionals with career connections, news, tools and information. Today, we serve multiple markets in North America, Europe, the Middle East and the Asia Pacific region. Find out more at www.dhigroupinc.com.