DLH (DLHC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for March 12, 2026, as a hybrid event allowing both in-person and virtual participation, with voting and Q&A available online.

• Shareholders will vote on the election of seven directors, a non-binding advisory vote on executive compensation, an amendment to the 2025 Equity Incentive Plan, and ratification of the external auditor.

• Proxy materials are primarily distributed electronically to expedite delivery, reduce costs, and support sustainability, with printed copies available upon request.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, advisory vote on executive compensation, amendment to increase shares under the 2025 Equity Incentive Plan, and ratification of WithumSmith + Brown, PC as independent auditor.

• Shareholders of record as of January 21, 2026, are eligible to vote; voting can be done online, by mail, or in person.

• Shareholder proposals and director nominations for future meetings must follow specific advance notice and disclosure requirements.

Board of directors and corporate governance

• The board consists of seven members, with six deemed independent under Nasdaq rules; only the CEO is not independent.

• Four standing committees: Audit, Management Resources and Compensation, Nominating and Corporate Governance, and Cyber, Technology and Biomedical Research.

• All committee charters and governance documents are available on the company website.

• Board leadership is separated between the chairman and CEO roles to enhance governance and accountability.

• Directors are expected to own shares valued at five times their annual cash retainer within five years.