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Dice parent reaches agreement to add board member

February 26, 2016

DHI Group Inc. (NYSE: DHX), which operates the Dice and other job boards, reached an agreement with a shareholder group to add a new, mutually acceptable board member to fill the vacancy created by the recent resignation of Chairman Peter Ezersky.

Barington Capital Group LP and Ancora Advisors LLC represent a group of shareholders who in June sent a letter to Ezersky stating they strongly believe that a sale of the company is the best way to maximize value for shareholders.

Under the terms of the agreement, Barington withdrew the two nominees it previously proposed for election to DHI’s board agreed to vote its shares in support of all four of DHI’s director nominees up for reelection at the company’s annual meeting April 22.

Ezersky resigned from the board Jan. 31, according to a filing with the US Securities and Exchange Commission.

A director since August 2005 and chairman since September 2013, he had been designated as a director by investment funds affiliated with Quadrangle Group LLC. In December, the Quadrangle Funds ceased to be the beneficial owners of more than 5% of the company’s outstanding common stock and therefore ceased to be entitled to designate any directors to the board.

Ezersky was a managing principal of Quadrangle Group but left the company in January to assume his current role as a managing director of Rhône Group.

The board appointed member John Barter as chairman, effective upon Ezersky’s resignation.

“The DHI board is committed to ensuring there is continued alignment between our strategy, our clients' needs and the best interests of our shareholders,” said Barter. “Over the past two years, we have added four high-quality new directors to further strengthen our board. Our conversations with Barington have been constructive and we are pleased that we have reached this agreement. We are confident all members of our board of directors will help guide DHI as we pursue profitable growth opportunities and enhanced shareholder value.”

“We are pleased to have reached an agreement with DHI and we look forward to working together with the board and management team to enhance long-term value for all DHI shareholders,” said James A. Mitarotonda, chairman, president and CEO of Barington.

DHI’s brands include Dice, eFinancialCareers, Rigzone, HealtheCareers, Hcareers, ClearanceJobs, BioSpace and WorkDigital.