DEFA14A: DIH Holding Lowers Meeting Quorum to 33.3%

DIH Holding US, Inc. has reduced its quorum requirement for the upcoming Special Meeting of Stockholders from a majority to 33 1/3% of outstanding shares to facilitate decision-making on key proposals.

Summary

• The Board of Directors of DIH Holding US, Inc. adopted resolutions on September 10, 2025, to amend its Bylaws, reducing the quorum requirement for stockholder meetings.
• The new quorum requirement is 33 1/3% of the outstanding shares of Common Stock, down from a previous majority of outstanding shares.
• This change applies to the Special Meeting of Stockholders scheduled for September 25, 2025, at 11:00 A.M. Eastern Time.
• The Board believes this reduction increases the likelihood of reaching a quorum, enabling action on important proposals such as a reverse stock split, and avoiding the expense of calling additional meetings.
• As of the Record Date, August 18, 2025, there were 52,316,314 shares of Common Stock issued and outstanding, with each share entitled to one vote.
• The approval of each proposal at the Special Meeting still requires the affirmative vote of a majority of the votes cast on the matter.
• Previously submitted proxies will remain valid unless stockholders choose to change their vote.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as the change is a proactive governance measure aimed at improving operational efficiency and ensuring critical business can be conducted, preventing potential delays and costs. It's not directly about financial performance but about facilitating corporate actions.

Positives

• The reduction in the quorum requirement from a majority to 33 1/3% increases the likelihood of holding a valid stockholders meeting.
• This change helps ensure that important proposals, such as a reverse stock split, can be considered and acted upon.
• The amendment reduces the risk of the Company incurring additional expenses and delays associated with adjourning and rescheduling meetings due to a lack of quorum.
• The Board believes the new quorum requirement is still high enough to ensure broad stockholder representation.

Negatives

• A lower quorum threshold means that a smaller percentage of outstanding shares is required to be present or represented for the meeting to proceed, potentially allowing decisions to be made with less broad shareholder participation than previously required for quorum.

Risks

• Inability to obtain a quorum for the Special Meeting, which would prevent action on important proposals.
• The Company would be obligated to incur the expense of calling and holding another meeting of its stockholders if a quorum cannot be obtained.

Future Outlook

The amendment to the Bylaws is intended to facilitate the transaction of business at the upcoming Special Meeting, including the consideration of important proposals such as a reverse stock split, by making it more likely to achieve a quorum.

Management Comments

• Our Board of Directors believes that there are important proposals to be considered by stockholders at the Special Meeting including, but not limited to, the consideration of a reverse stock split.
• If a quorum cannot be obtained, no action can be taken on these matters and the Company would be obligated to incur the expense of calling and holding another meeting of its stockholders.
• The Board believes that the new quorum requirement is high enough to ensure that a broad range of stockholders are represented at meetings, while also reducing the risk of the Company needing to adjourn such meetings.

Industry Context

Adjustments to corporate bylaws, including quorum requirements, are a common practice in corporate governance. Companies may modify these rules to improve operational efficiency, ensure timely decision-making, or adapt to shareholder engagement challenges, particularly for critical votes or to avoid repeated meeting adjournments.

Comparison to Industry Standards

• This filing details a corporate governance change regarding quorum requirements, not financial or operational results. Therefore, direct comparison to specific comparable companies, projects, or their results is not applicable based on the content provided. Quorum requirements vary significantly across companies and jurisdictions, often influenced by company size, shareholder base, and specific governance needs.

Corporate Governance

Stakeholder Impact

• Shareholders: The change impacts the threshold for a valid meeting, potentially making it easier to pass proposals with a smaller percentage of total outstanding shares present. Previously submitted proxies remain valid.
• Management/Board: The change reduces the operational risk of failing to achieve a quorum, allowing the Board to proceed with important strategic decisions more efficiently and avoid additional costs.

Next Steps

• Stockholders are encouraged to promptly cast their vote following the instructions provided on the proxy card or by their broker.
• The Special Meeting of Stockholders will be held on September 25, 2025, to consider proposals, including a potential reverse stock split.

Key Dates

Keywords

quorum, bylaw amendment, special meeting, stockholders, corporate governance, reverse stock split, proxy statement, voting, DIH Holding US