Hudson Global (HSON) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 31, 2024, to address director elections, executive compensation, amendments to protect tax benefits, extension of the Rights Agreement, and auditor ratification.

• Four directors are nominated for election, with all directors standing for annual election.

• Proxy materials, including the 2023 Annual Report, are available online and by mail to shareholders of record as of June 25, 2024.

Voting matters and shareholder proposals

• Proposals include: election of four directors, advisory vote on executive compensation, amendment to protect net operating losses (NOLs), extension of the Rights Agreement to 2027, and ratification of Wolf & Company, P.C. as auditor.

• Approval of the NOL amendment and Rights Agreement extension aims to preserve tax benefits and deter ownership changes.

• Shareholders may submit proposals for the 2025 Annual Meeting by February 1, 2025.

Board of directors and corporate governance

• Board consists of four members, with three deemed independent under Nasdaq standards.

• Committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Board diversity: 50% diverse by race, gender, and ethnicity; two female directors and one racially diverse director.

• Board leadership is separated between Chair and CEO roles, with regular meetings of independent directors.