Diamond Hill Investment Group (DHIL) Proxy filing summary

Executive summary

• Celebrating its 25th anniversary, the company highlighted $30 billion in client partnerships and an 18% annualized shareholder return over 25 years.

• Announced a definitive agreement to be acquired by First Eagle Investments, with the merger expected to close in Q2 2026, pending customary conditions and client consents.

• The 2026 Annual Meeting is scheduled for May 28, 2026, but will not occur if the merger closes beforehand.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, ratification of KPMG LLP as auditor for 2026, and an advisory resolution on 2025 executive compensation.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 14, 2026, to be included in proxy materials.

Board of directors and corporate governance

• Eight director nominees, six of whom are independent under Nasdaq rules; Board Chair and CEO roles are separated.

• Board diversity: 4 female, 4 male directors; all committees are composed entirely of independent directors.

• Board has term limits for non-employee directors and requires annual director education.

• Three standing committees: Audit, Compensation, and Nominating and Governance, each with written charters.