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): March 11, 2024
HUDSON GLOBAL, INC.
(Exact name of registrant as specified in charter)
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| 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 (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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| 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)) |
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| 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:
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| 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. ☐
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 11, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved an incentive compensation plan (the “2024 CEO/CFO Incentive Compensation Plan”) for the Company’s Chief Executive Officer, Jeffrey E. Eberwein and Chief Financial Officer, Matthew K. Diamond, for the year ending December 31, 2024. The 2024 CEO/CFO Incentive Compensation Plan is designed to award such officers for achieving certain corporate objectives and provides for both equity and cash incentive opportunities. Pursuant to the 2024 CEO/CFO Incentive Compensation Plan, the Committee set the target cash opportunity at $100,000, each, and the target restricted stock unit opportunity at $470,000 and $150,000, respectively. Payouts under the 2024 CEO/CFO Incentive Compensation Plan will be based upon whether the Company in 2024 achieves EBITDA exceeding certain specified amounts. The Committee also approved the target cash opportunity based upon the achievement of certain performance goals for the Global Chief Executive Officer at Hudson RPO Holdings LLC, a wholly-owned subsidiary of the Company, Jacob “Jake” Zabkowicz, in accordance with the terms of his employment agreement. The Committee further approved the 2024 Incentive Compensation Plan for other executives of the Company, which is designed to award such executives for achieving certain group and division objectives.
The following exhibit is included with this Current Report on Form 8-K:
EXHIBIT INDEX
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.
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HUDSON GLOBAL, INC.
(Registrant) |
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| By: | /s/ JEFFREY E. EBERWEIN |
| | Jeffrey E. Eberwein |
| | Chief Executive Officer |
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| | Dated: | March 14, 2024 |
