DLH (DLHC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 13, 2025, as a hybrid event allowing both in-person and virtual participation and voting.

• Shareholders will vote on the election of seven directors, executive compensation, frequency of say-on-pay votes, the 2025 Equity Incentive Plan, and ratification of the external auditor.

• Proxy materials are primarily distributed electronically to expedite delivery, reduce costs, and conserve resources.

Voting matters and shareholder proposals

• Proposals include electing seven directors, a non-binding advisory vote on executive compensation, a vote on the frequency of future say-on-pay votes, approval of the 2025 Equity Incentive Plan, and ratification of WithumSmith+Brown, PC as the independent auditor.

• Shareholders may submit proposals for the next annual meeting by specified deadlines and procedures.

• The board recommends voting for all proposals and for annual say-on-pay votes.

Board of directors and corporate governance

• Seven nominees, all current directors, are standing for election; one director is retiring and not standing for reelection.

• The board is majority independent, with four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Cyber/Technology/Biomedical Research.

• Board diversity is disclosed, and the company voluntarily continues to report diversity statistics.

• The board separates the roles of chairman and CEO and meets regularly in executive session.