<SEC-DOCUMENT>0000909108-13-000011.txt : 20130220
<SEC-HEADER>0000909108-13-000011.hdr.sgml : 20130220
<ACCEPTANCE-DATETIME>20130220161623
ACCESSION NUMBER:		0000909108-13-000011
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20130213
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20130220
DATE AS OF CHANGE:		20130220

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DIAMOND HILL INVESTMENT GROUP INC
		CENTRAL INDEX KEY:			0000909108
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				650190407
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24498
		FILM NUMBER:		13626981

	BUSINESS ADDRESS:	
		STREET 1:		325 JOHN H MCCONNELL BLVD
		STREET 2:		SUITE 200
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215
		BUSINESS PHONE:		6142553333

	MAIL ADDRESS:	
		STREET 1:		325 JOHN H MCCONNELL BLVD
		STREET 2:		SUITE 200
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43215

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BANC STOCK GROUP INC
		DATE OF NAME CHANGE:	19971016

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HEARTLAND GROUP OF COMPANIES INC
		DATE OF NAME CHANGE:	19940301

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HEARTLAND FINANCIAL GROUP INC
		DATE OF NAME CHANGE:	19930714
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>8k-130219.txt
<DESCRIPTION>DIAMOND HILL INVESTMENT GROUP, INC. 8-K
<TEXT>
                                 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 13, 2013

                       Diamond Hill Investment Group, Inc.
------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                      Ohio
------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             000-24498                              65-0190407
------------------------------------------------------------------------------
      (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

------------------------------------------------------------------------------
          (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:

[ ] 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))


Item 5.02(e)    Compensatory Arrangement of Certain Officers
------------   --------------------------------------------

On February 13, 2013, the Compensation Committee of the Board of Directors of
Diamond Hill Investment Group, Inc. (the "Company") adopted the Diamond Hill
Investment Group, Inc. Compensation Recoupment and Restitution Policy, a copy of
which is attached hereto as Exhibit 99 and incorporated herein by reference.

This policy generally provides for the recoupment by the Company under certain
circumstances of annual cash bonuses, stock-based awards, performance-based
compensation and any other forms of cash or equity compensation other than
salary.

To implement the policy, on February 13, 2013, the Company entered into a
Compensation Restitution and Recoupment Policy Acknowledgement and Agreement
(the "Recoupment Agreement") with each of its executive officers, including the
following named executive officers of the Company:

R. H. Dillon, Chief Executive Officer; and
James F. Laird, Chief Financial Officer and Secretary.

In the Recoupment Agreement, the executive officer acknowledges the existence
of the policy and its application to all awards granted after the date of the
Recoupment Agreement and agrees that the officer's execution of the Recoupment
Agreement is a condition to the receipt of future awards.

The foregoing description of the Recoupment Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
Recoupment Agreement attached hereto as Exhibit 99.1, which is incorporated
herein by reference.

                                    SIGNATURE
                                    ---------


     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 20, 2013	                    By: /s/ James F. Laird
                                            -------------------------------
                                            James F. Laird, Chief Financial
                                            Officer and Secretary


                                     EXHIBITS
                                    ----------

99.   Diamond Hill Investment Group, Inc. Compensation Recoupment and
      Restitution Policy

99.1  Diamond Hill Investment Group, Inc. Compensation Recoupment and
      Restitution Policy Acknowledgement and Agreement


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-130219.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
              Diamond Hill Investment Group, Inc.
        Compensation Recoupment and Restitution Policy

                  Adopted February 13, 2013

       This Compensation Recoupment and Restitution Policy (this "Policy")
of Diamond Hill Investment Group, Inc., an Ohio corporation (the "Company"),
and its affiliates (collectively, "Diamond Hill") provides for the recoupment
or restitution by the Company, under certain circumstances, of annual cash
bonuses, stock-based awards, performance-based compensation, and any other
forms of cash or equity compensation other than salary ("Awards").  This
Policy applies to (i) all of Diamond Hill's current employees and (ii)
all former employees who were employed by Diamond Hill during any
"Adjustment Period" (as defined below), except to the extent that an Award
agreement, Award statement or terms and conditions relating to any Award
expressly provides that this Policy does not apply.

       Compensation Recoupment and Restitution.  If (i) the Company's
previously issued financial statements are restated as a result of error,
omission, fraud or non-compliance with financial reporting requirements or
(ii) there has been an erroneous calculation of the Company's incentive
compensation pool from which Awards are made for any period (either (i) or
(ii) is referred to as an "Adjustment Event"), the Compensation Committee
of the Company's Board of Directors will review the facts and circumstances
underlying the Adjustment Event.  The Compensation Committee will make a
recommendation to the Company's Board of Directors as to whether the Company
should recover all or a portion of an Award (or multiple Awards) from, or
otherwise adjust an Award to, one or more employees (or former employees)
with respect to an "Adjustment Period" in which the Company's financial
results are affected by an Adjustment Event.  An "Adjustment Period" is the
three-year period ending on the date that the Company (i) is required to
prepare an accounting restatement or (ii) identified the erroneous
calculation of the incentive compensation pool, as applicable.

       If (i) any Award(s) was paid, granted or vested based upon the
achievement of financial results that are subsequently restated or based
on the improper calculation of the incentive compensation pool, or (ii) a
lower payment, Award value or vesting amount would have occurred based upon
the restated financial results or the proper calculation of incentive
compensation pool, the Company may seek to recoup, and any such employee
(or former employee) will forfeit or repay, all or any portion of such excess
compensation as the Board of Directors deems appropriate.  Recoupment under
this Policy may include, but is not limited to, reimbursement by the employee
of the amount of cash bonuses received, cancellation or forfeiture of
outstanding stock-based compensation or Awards, the payment to the Company
of stock sale proceeds and the surrender of shares of the Company, and the
manner of recoupment will be determined by the Board of Directors in its
discretion.  To the extent not inconsistent with applicable law regarding
extensions of credit by the Company under the Sarbanes-Oxley Act of 2002 or
any other applicable law, the Board of Directors may determine the period of
time and method for repayment of the designated amount.

       If (i) any Award(s) would have been paid, granted or vested or (ii) a
higher payment, Award value or vesting amount would have occurred based on
the restated financial results or the proper calculation of the incentive
compensation pool, the Compensation Committee of the Company's Board of
Directors will review the facts and circumstances underlying the restatement
or improper calculation of the incentive compensation pool.  The Compensation
Committee will make a recommendation to the Company's Board of Directors as
to whether the Company should make appropriate restitution to affected
employees who are then currently employed by the Company.  The Board of
Directors will determine, in its sole discretion, the amount, form and timing
of any such restitution, which will be no more than the difference between
the amount of compensation that was paid or awarded and the amount that would
have been paid or granted based on the actual, restated financial statements
or properly calculated incentive compensation pool.  The Company will not be
obligated to pay to any employee any additional compensation under this
Policy.

       Additional Recoupment for Fraud or Misconduct.  If the Compensation
Committee determines that an employee (i) engaged in an act of fraud or
misconduct that contributed to the need for a financial restatement, or
(ii) violated any law or regulation applicable to the Company or any policy
or procedure of the Company and such violation has adversely impacted the
Company's business or reputation, the Compensation Committee will report such
determination to the Company's Board of Directors.  In such an instance, the
Board of Directors may, in its discretion and in addition to any other
recoupment under this Policy, recover, and the employee will forfeit or repay,
all of the employee's Awards for the relevant period, plus a reasonable rate
of interest.

       Taxes.  Should any repayment obligation under this Policy trigger
income tax penalties to the employee, the employee will be solely liable for
the payment of any such taxes.

       Interpretations of and Changes to the Policy.  This Policy is intended
to be interpreted in a manner consistent with any applicable rules or
regulations adopted by the Securities and Exchange Commission or The NASDAQ
Stock Market and any other applicable law and will be interpreted by the
Board of Directors, whose interpretation of this Policy will be final.  The
Company reserves the right to adopt changes, amendments or interpretations
of this Policy and any such changes, amendments or interpretations will
immediately be applicable to all Awards covered by this Policy from its
initial date of adoption.  This Policy will not apply to the extent that
such application would violate any applicable state law that is not preempted
by federal law.

       Not Exclusive Remedy.  The recoupment of Awards pursuant to this
Policy will not in any way limit or affect the Company's right to pursue
disciplinary action or dismissal, take legal action or pursue any other
available remedies.  This policy does not replace and is in addition to any
rights of the Company to recoup Awards from its employees under applicable
laws and regulations, including but not limited to the Sarbanes-Oxley Act of
2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

       Incorporation of Policy.  Each recipient of an Award from the Company
will execute an acknowledgement providing that any Awards granted to such
recipient on or after the effective date of this Policy are subject to this
Policy.  Additionally, the Company, in its discretion, may incorporate the
requirements of this Policy into any applicable award statement, award
agreement or terms and conditions of any Awards made by the Company following
the adoption of this Policy.














</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex991-130219.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                      DIAMOND HILL INVESTMENT GROUP, INC.
                COMPENSATION RECOUPMENT AND RESTITUTION POLICY
                       ACKNOWLEDGEMENT AND AGREEMENT

	THIS COMPENSATION RECOUPMENT AND RESTITUTION POLICY ACKNOWLEDGEMENT
AND AGREEMENT (this "Agreement") is entered into as of the ___day of
_______, 2013, between Diamond Hill Investment Group, Inc. (the "Company")
and _______________________ (the "Employee").


                                RECITALS:

       A.  The Employee is an employee of the Company or its affiliates;

       B. The Company's Board of Directors has adopted the Diamond Hill
Investment Group, Inc. Compensation Recoupment and Restitution Policy
(the "Policy"); and

       C. In consideration of and a condition to receipt of future annual
cash and stock-based awards, performance-based compensation and other
forms of cash or equity compensation made under the Company's 2011
Equity and Cash Incentive Plan and any other plans or programs adopted
by the Company after the date of this Agreement (collectively, "Awards"),
the Employee and the Company are entering into this Agreement.

       The Company and the Employee agree as follows:

       1. The Employee acknowledges receipt of the Policy.  A copy of the
Policy is attached to this Agreement as Annex A and is incorporated into
this Agreement by reference.  The Employee has read and understands the
Policy and has had the opportunity to ask questions to the Company regarding
the Policy.

       2. The Employee acknowledges and agrees that the Policy shall apply
to any and all Awards granted to the Employee after the date of this
Agreement, that all such Awards are  subject to adjustment or recoupment
under the Policy.  The Employee also agrees that any applicable award
agreement, award statement or terms and conditions relating to any future
Awards made to the Employee will be deemed to include the restrictions
imposed by the Policy.

       3. The recoupment or restitution of Awards pursuant to the Policy
and this Agreement will not in any way limit or affect the Company's right
to pursue disciplinary action or dismissal, take legal action or pursue any
other available remedies available to the Company.  This Agreement and the
Policy do not replace, and are in addition to, any rights of the Company to
recoup Awards from its employees under applicable laws and regulations,
including, but not limited to, the Sarbanes-Oxley Act of 2002 and the
Dodd-Frank Wall Street Reform and Consumer Protection Act.

       4. The Employee acknowledges and agrees that the Employee's execution
of this Agreement is in consideration of, and is a condition to, the receipt
by the Employee of future Awards from the Company; provided, however, that
nothing in this Agreement will be deemed to obligate the Company to make any
Awards to the Employee in the future.

       5. The Employee agrees and acknowledges that the Company, in its sole
discretion, may amend or restate the Policy from time to time after the date
of this Agreement, and the Policy, as amended or restated, will apply to all
Awards after the date of this Agreement.  The Company will provide to the
Employee a copy of the Policy as it may be amended or restated.

       6. This Agreement will be governed by and construed in accordance
with the laws of the State of Ohio, without regard to the laws of Ohio that
would result in the application of the laws of any other state.  The parties
to this Agreement expressly agree that any legal action arising out of this
Agreement shall be filed and maintained only in a state or federal court of
competent jurisdiction in Franklin County, Ohio, and each party consents to
such jurisdiction.  This Agreement may be executed in two or more
counterparts, and by facsimile and electronic transmission (including by
..pdf), each of which will be deemed to be an original but all of which, taken
together, shall constitute one and the same Agreement.

       7. This Agreement is binding upon and will benefit the parties and
their personal representatives, heirs, successors and assigns.

       IN WITNESS WHEREOF, the Company and the Employee have executed this
Compensation Recoupment and Restitution Policy Acknowledgement and Agreement
as of the date first written above.



EMPLOYEE: _________________________

Print Name: _______________________



COMPANY:

Diamond Hill Investment Group, Inc.


By:      _________________________

Name:    _________________________

Title:   _________________________


                                       ANNEX A

                         Diamond Hill Investment Group, Inc.
                   Compensation Recoupment and Restitution Policy












</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
