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 29, 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. |
On May 29, 2024 (the “Grant Date”), the Board of Directors (the “Board”) of Hudson Global, Inc. (the “Company”), based on the recommendation of the Compensation Committee of the Board, approved the following discretionary awards to Matthew Diamond, Chief Financial Officer of the Company: (i) a cash bonus payment in the amount of $50,000 in recognition of Mr. Diamond’s recent strategic value contributions to the Company (the “Cash Bonus”); and (ii) a grant of 6,290 restricted stock units (the “RSU Grant”).
The RSU Grant is subject to the terms and conditions of the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan (as amended, the “Plan”). The RSU Grant shall vest over a three-year period beginning on the Grant Date. Each restricted stock unit underlying the RSU Grant represents a right to receive a share of common stock. The restricted stock units underlying the RSU Grant may also be settled in cash in accordance with the Plan.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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)
*Filed herewith
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) |
| | | |
| By: | /s/ JEFFREY E. EBERWEIN |
| | Jeffrey E. Eberwein |
| | Chief Executive Officer |
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| | Dated: | May 31, 2024 |
