Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At theDiamond Hill Investment Group, Inc. ("Company") 2022 Annual Meeting of Shareholders held onApril 27, 2022 , the Company's shareholders approved the adoption of theDiamond 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 onFebruary 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 respective terms. A summary of the material terms of the 2022 Plan was included in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onMarch 11, 2021 under the caption "Proposal 4 - Approval and Adoption of theDiamond 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. DescriptionDiamond Hill Investment Group, Inc. 2022 Equity and Cash 10.1 Incentive Plan Cover Page Interactive Data File (embedded within the Inline XBRL 104 document)
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