Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Diamond Hill Investment Group, Inc. ("Company") 2022 Annual Meeting of
Shareholders held on April 27, 2022, the Company's shareholders approved the
adoption of the Diamond Hill Investment Group, Inc. 2022 Equity and Cash
Incentive Plan (the "2022 Plan"). The 2022 Plan was previously approved by the
Company's board of directors on February 24, 2022 subject to shareholder
approval. Under the 2022 Plan, there are 300,000 shares of the Company's common
stock, no par value, reserved for the grant of equity-based awards to the
Company's employees and non-employee directors. The equity-based awards
available for grant under the 2022 Plan include stock options, stock
appreciation rights, restricted stock, and other stock-based awards. Cash-based
awards may also be granted under the 2022 Plan. The Compensation Committee of
the Board will administer the 2022 Plan.
The 2022 Plan replaces the Company's 2014 Equity and Cash Incentive Plan (the
"2014 Plan"). No new awards will be granted under the 2014 Plan and awards
outstanding under the 2014 Plan will remain in effect in accordance with their
A summary of the material terms of the 2022 Plan was included in the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
March 11, 2021 under the caption "Proposal 4 - Approval and Adoption of the
Diamond Hill Investment Group, Inc. 2022 Equity and Cash Incentive Plan." Such
description is incorporated herein by reference.
The foregoing description of the 2022 Plan is qualified in its entirety by
reference to the complete text of the 2022 Plan, which is filed as Exhibit 10.1
to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description
Diamond Hill Investment Group, Inc. 2022 Equity and Cash
10.1 Incentive Plan
Cover Page Interactive Data File (embedded within the Inline XBRL
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