NEW YORK, Feb. 26, 2016 /PRNewswire/ -- DHI Group,
Inc. (formerly known as Dice Holdings, Inc.) (NYSE: DHX) ("DHI" or
the "Company") and an investor group led by Barington Capital
Group, L.P. ("Barington") today announced that they have reached an
agreement in connection with the Company's 2016 Annual Meeting of
Shareholders and certain related matters.
Under the terms of the agreement, Barington has withdrawn the
two nominees that it had previously proposed for election to DHI's
board of directors ("Board") at the 2016 Annual Meeting and agreed
to vote its shares in support of all four of DHI's director
nominees up for reelection. Further, the Company has agreed to add
a new Board member mutually acceptable to DHI and Barington to fill
the vacancy created by the recent resignation of long-time Board
member Peter Ezersky. The Company
has begun the search process to find such additional Board
member.
John Barter, DHI's Chairman of
the Board, said: "The DHI Board is committed to ensuring there is
continued alignment between our strategy, our clients' needs and
the best interests of our shareholders. Over the past two
years, we have added four high-quality new directors to further
strengthen our Board. Our conversations with Barington have been
constructive and we are pleased that we have reached this
agreement. We are confident all members of our board of directors
will help guide DHI as we pursue profitable growth opportunities
and enhanced shareholder value."
James A. Mitarotonda, Chairman,
President and Chief Executive Officer of Barington, stated, "We are
pleased to have reached an agreement with DHI and we look forward
to working together with the Board and management team to enhance
long-term value for all DHI shareholders."
The 2016 Annual Meeting is expected to be convened at the
Marriott Residence Inn Times Square, 1033 Avenue of the Americas,
New York, New York 10018, on
Friday, April 22, 2016, at 9:00
a.m., local time.
About DHI Group, Inc.
DHI Group, Inc. (NYSE: DHX) (formerly known as Dice Holdings,
Inc.) is a leading provider of data, insights and connections
through our specialized services for professional communities
including technology and security clearance, financial services,
energy, healthcare and hospitality. Our mission is to empower
professionals and organizations to compete and win through expert
insights and relevant employment connections. Employers and
recruiters use our websites and services to source and hire the
most qualified professionals in select and highly-skilled
occupations, while professionals use our websites and services to
find the best employment opportunities in and the most timely news
and information about their respective areas of expertise. For 25
years, we have built our company on providing employers and
recruiters with efficient access to high-quality, unique
professional communities, and offering the professionals in those
communities access to highly-relevant career opportunities, news,
tools and information. Today, we serve multiple markets located
throughout North America,
Europe, the Middle East and the Asia Pacific region.
About Barington Capital Group, L.P.
Barington Capital Group, L.P. is an investment firm that,
through its affiliates, manages a value-oriented, activist
investment fund that was established by James A. Mitarotonda in January 2000.
Barington and its principals are experienced value-added investors
who have taken active roles in assisting companies in creating or
improving long-term shareholder value.
Forward-Looking Statements
This press release and oral statements made from time to time by
our representatives contain forward-looking statements. You should
not place undue reliance on those statements because they are
subject to numerous uncertainties and factors relating to our
operations and business environment, all of which are difficult to
predict and many of which are beyond our control. Forward-looking
statements include information without limitation concerning our
possible or assumed future results of operations, including
descriptions of our business strategy. These statements often
include words such as "may," "will," "should," "believe," "expect,"
"anticipate," "intend," "plan," "estimate" or similar
expressions. These statements are based on assumptions that
we have made in light of our experience in the industry as well as
our perceptions of historical trends, current conditions, expected
future developments and other factors we believe are appropriate
under the circumstances. Although we believe that these
forward-looking statements are based on reasonable assumptions, you
should be aware that many factors could affect our actual financial
results or results of operations and could cause actual results to
differ materially from those in the forward-looking statements.
These factors include, but are not limited to, competition from
existing and future competitors in the highly competitive market in
which we operate, failure to adapt our business model to keep pace
with rapid changes in the recruiting and career services business,
failure to maintain and develop our reputation and brand
recognition, failure to increase or maintain the number of
customers who purchase recruitment packages, cyclicality or
downturns in the economy or industries we serve, failure to attract
qualified professionals to our websites or grow the number of
qualified professionals who use our websites, failure to
successfully identify or integrate acquisitions, U.S. and foreign
government regulation of the Internet and taxation, our ability to
borrow funds under our revolving credit facility or refinance our
indebtedness and restrictions on our current and future operations
under such indebtedness. These factors and others are discussed in
more detail in the Company's filings with the Securities and
Exchange Commission, all of which are available on the Investors
page of our website at www.dhigroupinc.com, including the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, under the headings "Risk Factors,"
"Forward-Looking Statements" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
You should keep in mind that any forward-looking statement made
by the Company or its representatives herein, or elsewhere, speaks
only as of the date on which it is made. New risks and
uncertainties come up from time to time, and it is impossible to
predict these events or how they may affect us. We have no
obligation to update any forward-looking statements after the date
hereof, except as required by applicable law.
Contact: DHI Group,
Inc.
Rachel Ceccarelli
Director, Corporate Communications
DHI Group, Inc.
212-448-8288
media@dhigroupinc.com
CONTACT: Barington Capital Group, L.P.
Jared L. Landaw
Chief Operating Officer
212-974-5713
jlandaw@barington.com
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SOURCE DHI Group, Inc.