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Section 1: 8-K (8-K)

Document


 

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): February 16, 2019
 

396847419_dhillogoa01a01a02a32.jpg
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))
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 5.02    Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

(b)    On February 16, 2019, R. H. Dillon, a director and chairman of the Board of Directors (the "Board") of Diamond Hill Investment Group, Inc. (the "Company"), notified the Company that he will be retiring from the Board at the conclusion of his current term which ends in conjunction with the Company's Annual Meeting of Shareholders to be held on May 1, 2019 (the "Annual Meeting"). In connection with his retirement, he requested that the Company not nominate him for re-election at the Annual Meeting.

(d)    On February 20, 2019, the Board appointed Christopher M. Bingaman, Paula R. Meyer, and Nicole R. St. Pierre to each serve as a director of the Company for terms ending at the Annual Meeting and until his or her successor is duly elected and qualified. The Board appointed Mr. Bingaman, whom the Board determined is not an independent director, and appointed Ms. Meyer and Ms. St. Pierre, both of whom the Board determined are independent directors, upon the recommendation of its Nominating and Governance Committee. Ms. Meyer and Ms. St. Pierre have both been appointed to the Company's Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Bingaman will not serve on any committees of the Board. Each of Mr. Bingaman, Ms. Meyer, and Ms. St. Pierre will stand for re-election at the Annual Meeting.

There are no arrangements or understandings between any of these individuals and any other person pursuant to which he or she was selected as a director. There are no family relationships between Mr. Bingaman, Ms. Meyer and Ms. St. Pierre and any director or executive officer of the Company, and none of them has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Bingaman is an employee of the Company and will not receive any additional compensation as a director. Consistent with the Company’s director compensation practices for non-employee directors, Ms. Meyer and Ms. St. Pierre each received a grant of 8,000 restricted shares under the Company’s 2014 Equity and Cash Incentive Plan, which shares will vest April 30, 2029.

Item 9.01. Financial Statements and Exhibits

Exhibit No.
 
   Document
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:
February 22, 2019
By:
 
/s/ Thomas E. Line
 
 
 
 
Thomas E. Line, Chief Financial Officer


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Section 2: EX-99.1 (EXHIBIT 99.1 PRESS RELEASE)

Exhibit


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FOR IMMEDIATE RELEASE:    

Investor Contact:     
Tom Line    
Chief Financial Officer     
614.255.5989     
tline@diamond-hill.com    


DIAMOND HILL APPOINTS NEW BOARD MEMBERS AND ANNOUNCES
RIC DILLON’S RETIREMENT AS BOARD CHAIRMAN


COLUMBUS, Ohio – February 22, 2109 – The Board of Directors of Diamond Hill Investment Group, Inc. (NASDAQ:DHIL) appointed Christopher M. Bingaman, Paula R. Meyer, and Nicole R. St. Pierre to serve as directors. Ms. Meyer and Ms. St. Pierre are independent directors and will serve on Diamond Hill’s Audit Committee, Compensation Committee, and Nominating and Governance Committee. Mr. Bingaman currently serves as Diamond Hill’s President and Chief Executive Officer.

Mr. Bingaman, CFA has served as President and CEO of Diamond Hill since 2014 and 2016, respectively, and as a portfolio manager with Diamond Hill since 2001. Ms. Meyer has worked in a variety of roles within the investment management industry most recently serving as President of RiverSource Funds, the proprietary fund complex of Ameriprise Financial, Inc. from 1998 to 2006. She currently serves as an independent director for Mutual of Omaha and First Command Financial Services. Ms. St. Pierre worked at J.P. Morgan from 1994 to 2018 serving in a variety of roles within the Asset Management group, most recently as Managing Director; Head of Client Services and Business Platform & Americas Regional Lead.


Ric Dillon To Retire as Chairman of the Board
Ric Dillon will retire as Chairman of the Board for Diamond Hill Investment Group, Inc. at the conclusion of his current term which ends in conjunction with the Company's Annual Meeting of Shareholders to be held on May 1, 2019. James F. Laird, current lead independent director will succeed Mr. Dillon as Chairman of the Board.

“I am pleased with the selection of Paula and Nicole as independent directors,” said Mr. Dillon. “Collectively, the Board consists of a very experienced and talented group of individuals with six of seven board members serving as independent directors. I am confident that our shareholders are in good hands with a strong board in place.”

“I want to thank Ric for his leadership, first as Diamond Hill’s CEO and then as Board Chairman,” said Chief Executive Officer Chris Bingaman. “I am grateful for his vision and mentorship through the years.

DIAMOND-HILL.COM | 614.255.3333 | 325 JOHN H. MCCONNELL BLD | SUITE 200 | COLUMBUS, OHIO 43215




Ric has given us an outstanding legacy on which to build, and I am confident that we will continue to serve clients with our key foundational values in place.”

Mr. Dillon has served as Board Chairman since 2015 and served as Diamond Hill’s Chief Executive Officer from 2000 to 2015. Mr. Laird, has been a director of the Company since 2011, is the chair of the Compensation Committee, and serves on the Audit Committee and the Nominating and Governance Committee. Mr. Laird served as Chief Financial Officer and Treasurer of the Company and President of Diamond Hill Funds from 2001 to 2014.


About Diamond Hill
We are an independent investment management firm with significant employee ownership and $20.8 billion in assets under management as of January 31, 2019. We provide services to institutions and individuals through mutual funds, institutional separate accounts, exchange traded funds, and private investment funds. Our strategies include long-only equity, alternative long-short equity, and fixed income. 

We serve our clients by providing investment strategies that deliver lasting value through a shared commitment to our intrinsic value-based investment philosophy, long-term perspective, disciplined approach and alignment with our clients’ interests. For more information visit www.diamond-hill.com.

DIAMOND-HILL.COM | 614.255.3333 | 325 JOHN H. MCCONNELL BLD | SUITE 200 | COLUMBUS, OHIO 43215

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