Hudson Global (HSON) Proxy Filing summary

Executive summary

• The annual meeting will address the election of four directors, an advisory vote on executive compensation, amendments to protect tax benefits, extension of the Rights Agreement, and ratification of the external auditor for 2024.

• Only shareholders of record as of June 25, 2024, are eligible to vote, with detailed procedures for proxy voting and meeting attendance outlined.

• The proxy statement includes comprehensive information on board structure, compensation, governance, and shareholder rights.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors, (2) advisory approval of executive compensation, (3) amendment to protect net operating loss (NOL) tax benefits, (4) extension of the Rights Agreement to October 15, 2027, and (5) ratification of Wolf & Company, P.C. as independent auditor for 2024.

• Each proposal has specific voting requirements; abstentions and broker non-votes may impact outcomes differently depending on the proposal.

• Shareholder proposals for the 2025 annual meeting must be submitted by February 1, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of four directors, three of whom are independent under Nasdaq standards; the CEO is not eligible for board committees.

• Board committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• The board is 50% diverse by gender and race/ethnicity, with a separate Chair and CEO structure.

• The Nominating and Governance Committee emphasizes diversity, ethics, and relevant expertise in director selection.

• Directors are required to meet stock ownership guidelines and are compensated primarily through share units.