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): October 27, 2020
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 LLC |
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 2.02 Results of Operations and Financial Condition
Diamond Hill Investment Group, Inc. (the "Company") has reported its results of operations for the fiscal quarter ended September 30, 2020, as described in Company's press release dated October 27, 2020, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On October 26, 2020, the Board of Directors (the “Board”) of Diamond Hill Investment Group, Inc. (the “Company”) appointed Richard Scott Cooley to serve as a director of the Company for a term ending at the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”) and until his successor is duly elected and qualified. The Board appointed Mr. Cooley, whom the Board determined is an independent director, upon the recommendation of its Nominating and Governance Committee. Mr. Cooley has been appointed to the Company's Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Cooley will stand for re-election at the Annual Meeting.
There are no arrangements or understandings between Mr. Cooley and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Cooley and any director or executive officer of the Company, and he does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Cooley will receive cash compensation of $38,750 for the remainder of the 2020 calendar year and is then expected to received annual compensation of $155,000 for 2021, which will include a mix of both cash and restricted shares of the Company’s common shares.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description | |||||||
99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: | October 27, 2020 | By: | /s/ Thomas E. Line | |||||||||||||||||
Thomas E. Line, Chief Financial Officer |