0001210708falsetrue00012107082025-01-242025-01-240001210708exch:XNASus-gaap:CommonStockMember2025-01-242025-01-240001210708exch:XNAShson:PreferredSharePurchaseRightsMember2025-01-242025-01-24


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): January 24, 2025
 

HUDSON GLOBAL, INC.
(Exact name of registrant as specified in charter)

Delaware001-3870459-3547281
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)

53 Forest Avenue, Suite 102
Old Greenwich, CT 06870
(Address of Principal Executive Offices)
 
Registrant's telephone number, including area code (475) 988-2068
N/A
(Former name or former address, if changed since last report)

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:
 
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueHSONThe NASDAQ Stock Market LLC
Preferred Share Purchase RightsThe 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Hudson Global, Inc. (the “Company”) approved the incentive compensation plan (the “2025 CEO/CFO Incentive Compensation Plan”) for the Company’s Chief Executive Officer, Jeffrey E. Eberwein and Chief Financial Officer, Matthew K. Diamond, for the year ending December 31, 2025. The 2025 CEO/CFO Incentive Compensation Plan is designed to award such officers for achieving certain corporate objectives and provides for both equity and cash incentive opportunities. Pursuant to the 2025 CEO/CFO Incentive Compensation Plan, the Committee set the target cash opportunity at $100,000, each, and the target restricted stock unit opportunity at $470,000 and $150,000, respectively. Payouts under the 2025 CEO/CFO Incentive Compensation Plan will be based upon whether the Company in 2025 achieves EBITDA exceeding certain specified amounts.

The Committee also set certain Company net revenue and EBITDA targets for Jake Zabkowicz, the Global Chief Executive Officer at Hudson RPO Holdings LLC, a wholly owned subsidiary of the Company, the achievement of which will entitle him to receive cash bonus payments in accordance with the terms of his employment agreement.

The Committee further approved the 2025 Incentive Compensation Program for other executives of the Company, which establishes targets for bonus eligibility and is designed to award such executives for achieving certain group and division objectives.


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.
 
HUDSON GLOBAL, INC.
 (Registrant)
  
By:/s/ JEFFREY E. EBERWEIN
 Jeffrey E. Eberwein
 Chief Executive Officer
  
 Dated:January 29, 2025

2
v3.24.4
Cover
Jan. 24, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 24, 2025
Entity Registrant Name HUDSON GLOBAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38704
Entity Tax Identification Number 59-3547281
Entity Address, Address Line One 53 Forest Avenue
Entity Address, Address Line Two Suite 102
Entity Address, City or Town Old Greenwich
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06870
City Area Code 475
Local Phone Number 988-2068
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001210708
Amendment Flag false
Common Stock | The NASDAQ Stock Market LLC  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol HSON
Security Exchange Name NASDAQ
Preferred Share Purchase Rights | The NASDAQ Stock Market LLC  
Entity Information [Line Items]  
Title of 12(b) Security Preferred Share Purchase Rights
Security Exchange Name NASDAQ
No Trading Symbol Flag true
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