0000909108FALSE00009091082025-04-292025-04-29

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2025

DIAMOND HILL INVESTMENT GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Ohio

000-24498

65-0190407

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215

(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (614) 255-3333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

DHIL

The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                        

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Company's 2025 Annual Meeting of Shareholders held on April 29, 2025, the following matters were voted upon and the results of the vote were as follows:

1.)    To elect six directors to the Board of Directors of the Company to hold office until the next annual meeting of shareholders and until their successor is duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. Each of the six nominees for director were elected, and the voting results are set forth below:

    

Name of Director						Votes For						Votes Against						Abstentions						Broker Non-Votes
Heather E. Brilliant						2,004,585						10,001						5,332						322,349
Richard S. Cooley						1,982,220						14,662						23,036						322,349
Gordon B. Fowler						1,974,860						13,325						31,733						322,349
Paula R. Meyer						1,967,037						29,718						23,163						322,349
Nicole R. St. Pierre						1,946,447						49,813						23,658						322,349
L'Quentus Thomas						1,973,042						14,575						32,301						322,349

2.)    To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification of KPMG LLP was approved, and the voting results are set forth below:

    

Votes For						Votes Against						Abstentions
2,324,517						16,772						978

3.)    To approve and adopt the Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan. The Diamond Hill Investment Group, Inc. 2025 Equity and Cash Incentive Plan was approved, and the voting results are set forth below:

    

Votes For						Votes Against						Abstentions						Broker Non-Votes
1,780,659						210,119						29,140						322,349

4.)    To approve, on an advisory basis, the 2025 compensation of the Company's named executive officers. The compensation of the Company's named executive officers was approved, and the voting results are set forth below:

    

Votes For						Votes Against						Abstentions						Broker Non-Votes
1,918,073						71,011						30,834						322,349

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DIAMOND HILL INVESTMENT GROUP, INC.

Date:

April 29, 2025

By:

/s/ Thomas E. Line

Thomas E. Line, Chief Financial Officer and Treasurer