| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
Hudson Global, Inc. (“Hudson”) held its Annual Meeting of Stockholders on August 21, 2025 (the “Annual Meeting”). At the Annual Meeting, Hudson common stockholders approved a proposal permitting the issuance of shares of common stock of Hudson, which will represent more than 5% of the shares of Hudson common stock outstanding immediately prior to the Merger, to stockholders of Star, pursuant to the terms of the Merger Agreement (as defined below).
Pursuant to satisfaction or waiver of the remaining closing conditions, Hudson intends to complete its previously announced acquisition of Star Equity Holdings, Inc. (“Star”), pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among Hudson, Star and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, at 12:01 a.m. (EST) on August 22, 2025, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc.” as a wholly owned subsidiary of Hudson. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.
The foregoing description of the Merger and the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
As disclosed in greater detail in the joint proxy statement/prospectus filed with the SEC on July 23, 2025 (the “Joint Proxy Statement/Prospectus”) and distributed to the stockholders of both Hudson and Star, Jeffrey Eberwein, Hudson’s Chief Executive Officer and the holder of approximately 10% of Hudson’s common stock, is also a director and substantial stockholder of Star.
As of the close of business on July 14, 2025, the record date for the Annual Meeting, there were 2,755,335 shares of Hudson’s common stock outstanding and entitled to vote. A total of 2,635,333 shares of Common Stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting. At the Annual Meeting, Hudson’s stockholders:
(a) Elected four directors to serve on Hudson’s board of directors until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified (Proposal 1);
