EX-1.HTM exhibit1.htm NOMINATION LETTER
Exhibit 1
Burton L. Osterweis & Sons Investment Trust
Burton & Na-Young Osterweis
27 Adams Street
Westborough, MA 01581
September 18, 2015
VIA CERTIFIED MAIL AND EMAIL
Martin J. Delaney
Chairman of the Nominating Committee
Zack Parker
President, Chief Executive Officer and Director
Frederick Wasserman
Chairman of the Board
DLH Holdings Corp.
1776 Peachtree Street, NW
Suite 300S
Atlanta, GA 30309
To the Chairman(s) of the Board and of the Nominating Committee of
DLH Holdings Corp:
This letter is being sent by Burton L. Osterweis & Sons Investment Trust, Burton
& Na-Young Osterweis (collectively, the "Shareholders" or "we"). As of the date
hereof, the Shareholders beneficially hold, in the aggregate, 477,618 shares of
the Common Stock, par value $.001 (the "Common Stock"), of DLH Holdings Corp.,
a New Jersey corporation (the "Company"), representing, in the aggregate,
approximately 5.0% of the issued and outstanding shares of Common Stock, based
upon 9,550,536 shares of Common Stock outstanding, which is the total number of
shares of Common Stock outstanding as of July 31, 2015, as reported in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
The Shareholders hereby notify you (this "Notice") that they intend to nominate
Burton L. Osterweis for election to the Board of Directors of the Company (the
"Board") at the 2016 Annual Meeting of shareholders of the Company, or any other
meeting of shareholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Annual Meeting").
The Shareholders intend to nominate Burton L. Osterweis for election to the
Board at the Annual Meeting. Burton L. Osterweis is herein referred to
individually as a "Nominee".
In addition, the Shareholders would be supportive of the candidacy of Elder
Granger, Frederick G. Wasserman, William H. Alderman, Austin J. Yerks III,
Martin J. Delaney, Zachary C. Parker, should such directors be re-nominated at
the Annual Meeting for election to the Board.
We believe that the Board would benefit from the presence of a Board member
with the industry, business and management experience that Mr. Osterweis
possesses. In a world where business intelligence, financial planning, and
information technology play an increasingly large role, we believe the board
could benefit from the addition of fresh and unbiased input, which will help
to drive top-line revenue growth.
Without conceding that any such information is required to be disclosed to
properly nominate the Nominees, we hereby set forth information regarding our
Nominee, including our Nominee's relevant professional background, in Exhibit A.
We believe that our Nominee meets the criteria the Nominating and Corporate
Governance Committee uses in selecting nominees, as described in the Company's
2015 proxy statement, including, without limitation, that our Nominee is of the
highest ethical character and has the ability to exercise sound, independent
business judgment. Our Nominee has provided the Shareholders his written
consentto his nomination, to be named in any proxy statement as a nominee and to
serve as a director of the Company if elected.
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Furthermore, pursuant to section 14A:5-28 of the New Jersey Business Corporation
Act, the Shareholders, as holders of at least 5% of the outstanding shares of
any class or series of the Company, hereby demand the right (in person or by
agent or attorney), during usual business hours, to examine the following books
and records of the Company and to make copies or extracts therefrom
(the "Demand"):
1.
A complete record or list of the Company's shareholders certified by its
transfer agent, which record or list sets forth the name and address of
each shareholder of the Company and the number of shares of Common Stock
registered in the name of each shareholder of the Company as of the most
recent practicable date;
2.
A complete list on magnetic computer tape, cartridge file, floppy disk,
compact disc, USB flash drive, electronically transmitted file, or similar
electronic medium (any such electronic storage medium, an "Electronic
Medium") of the holders of the Common Stock as of the most recent practicable
date, showing the name, address and number of shares registered in the name
of each such holder; such computer processing data as is necessary to make
use of such list; and a hard copy printout of the full contents of such list
for verification purposes;
3.
All information in, or which comes into, the Company's or its transfer
agent(s)' or registrar(s)' possession or control, or which can reasonably be
obtained from brokers, dealers, banks, clearing agencies or voting trustees
or their nominees, concerning the names, addresses & number of shares held
by
the participating brokers and banks named in the individual nominee names of
Cede & Co. or other similar depositories or nominees, including respondent
bank lists obtained pursuant to the requirements of Rule 14b-2 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
4.
All information in or that comes into the Company's possession, or that can
reasonably be obtained from nominees of any central certificate depository
system, concerning the number and identity of the actual beneficial owners
of Common Stock, including a list of all owners who hold Common Stock in the
name of Cede & Co. or other similar nominees;
5.
A list or lists containing the name, address, and number of shares of Common
Stock attributable to each participant in any employee stock ownership,
incentive, profit sharing, savings, retirement, stock option, stock
purchase, restricted stock or other comparable plan of the Company in which
the voting of shares held by such plan is made, directly or indirectly,
individually or
collectively, by participants in such plan, including the method by which the
Shareholders or their agents may communicate with each such participant, as
well as the name, firm and phone number of the trustee or administrator of
such plan and a detailed explanation of the treatment not only of shares for
which such trustee or administrator receives instructions from participants,
but also shares for which either they do not receive instructions or shares
which are outstanding in the plan but are unallocated to any participant;
6.
As promptly as practicable, any and all omnibus proxies and correspondent
participant listings with respect to all nominees and respondent banks which
are currently in effect;
7.
All lists and other data, including data in any Electronic Medium, in or
which come into the possession or control of the Company, or which can
reasonably be obtained pursuant to Rules 14b-1 and 14b-2 promulgated under
the Exchange Act, which set forth the name and address of, and the number of
shares owned by, each beneficial owner of Common Stock who has not objected
to having his or her name disclosed (the "non-objecting beneficial owners"
or "NOBO" list);
8.
A "stop transfer" list or stop list relating to the shares of Common Stock;
9.
Any and all information that shareholders would be entitled to receive under
Rule 12a-7 of the Exchange Act; and
10.
All additions, changes and corrections to any of the information requested
pursuant to items 1 through 9 from the date hereof until the undersigned
requests termination of the transmission of such materials.
We are also requesting a special one-time dividend of $0.05 per share.
The Demand is made in good faith and for the purpose of permitting the
Shareholders to communicate with other shareholders of the Company on matters
relating to their interests as shareholders, including, without limitation, to
the composition of the Board and solicitation of proxies for the Annual Meeting.
The undersigned hereby designates Osterweis Business Consulting and its
partners, employees and other persons designated in writing by the Shareholders
acting together, singly or in any combination, to conduct the requested
examination and copying of materials.
Please advise Burton L. Osterweis (burt@osterweis.org) as to the time and place
that the requested information will be made available in accordance with this
Demand. Your prompt response to the Demand is appreciated.
We trust that the Board will recognize the interests of all shareholders in the
timely scheduling of the Annual Meeting and hold the Annual Meeting as promptly
as possible and will not impose on the Company and its shareholders the expense
and other consequences of an attempt to delay the Annual Meeting or the need for
action by a court to compel an annual meeting in accordance with the laws of the
State of New Jersey.
Burton L. Osterweis & Sons Investment Trust
Burton & Na-Young Osterweis
By:
/s/Burton L. Osterweis
/s/
Name: Burton L. Osterweis
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Exhibit A
Burton L. Osterweis, 48, has served as consultant to publically-traded
multinational conglomerates, including government entities and defense
contractors for over 20 years, providing guidance and expertise in business
intelligence, financial planning and information technology. He has been
president and owner of Osterweis Business Consulting for over 10 years, and
founder of Osterweis Estates, LLC which currently holds residential investment
properties in the greater Boston area. International management experience in
Europe, Asia, and North America, combined with a successful track record of
selling services make him uniquely qualified to identify and manage new areas
of business for DLH.
Mr. Osterweis also has annual portfolio returns of over 20% for more than a
decade, which has enabled him to acquire this 5% stake in DLH using personally
created wealth. Further, this winning track record illustrates his ability to
identify market trends and successful investments. His background in information
technology make him ideally suited to assisting with DLH's One Total Technology
Program (T4NG), as that program is geared towards management of the VA's
I.T. systems, and represents a crucial piece of strategic new business for DLH.
He holds a Bachelor of Science in Electrical Engineering from the University of
Connecticut at Storrs, and a Master of Business Administration from the Isenberg
School of Management at the University of Massachusetts-Amherst where he was
awarded full tuition waiver and stipend. He is also a graduate of Choate
Rosemary Hall. Earlier in his career, Mr. Osterweis held Senior Consulting and
Management roles with SAP America, the largest supplier of Business Process
Software in the world.