ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers

On May 13, 2022, the Board of Directors (the "Board") of DHI Group, Inc. (the "Company") approved a new 2022 Omnibus Equity Award Plan (the "2022 Equity Plan"), to enable the Company to continue to provide equity based incentive compensation to its employees and other service providers, including the non-employee members of the Board. The 2022 Equity Plan is subject to approval by the Company's stockholders, which will be sought at a special meeting of stockholders to be held on July 13, 2022 (the "Special Meeting") for the sole purpose of approving the 2022 Equity Plan.

On April 21, 2022, the Board intended to make its annual grants of restricted stock awards to its seven non-employee members of the Board (the "Original 2022 Director Grants") pursuant to the DHI Group, Inc. 2012 Omnibus Equity Award Plan (as heretofore amended, the "2012 Equity Plan"); however, the 2012 Equity Plan had expired by its terms on April 20, 2022. Therefore, the Original 2022 Director Grants were rescinded, effective May 13, 2022. Upon stockholder approval of the 2022 Equity Plan, each of the non-employee members of the Board will receive a new grant of the same number of shares of restricted stock that had been intended to be granted under the rescinded Original 2022 Director Grants.

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