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Section 1: 8-K (8-K)

 

 

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):  June 7, 2018

 

MOELIS & COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36418

 

46-4500216

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

399 Park Avenue, 5th Floor

 

 

New York, New York

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (212) 883-3800

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

o                 Written communications pursuant to Rule 425 under the Securities Act

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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      o

 

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.    o

 

 

 



 

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

 

On June 7, 2018, the Company held its annual meeting of stockholders.  At the meeting, stockholders voted on proposals (1) to elect eight directors to the Company’s board of directors; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers, (3) to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers and (4) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.   Following is the final tabulation of votes cast at the meeting.

 

Proposal 1: Election of Directors

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Kenneth Moelis

 

169,193,342

 

16,710,577

 

2,828,168

 

Navid Mahmoodzadegan

 

167,166,733

 

18,737,186

 

2,828,168

 

Jeffrey Raich

 

167,192,880

 

18,711,039

 

2,828,168

 

Eric Cantor

 

166,898,828

 

19,005,091

 

2,828,168

 

J. Richard Leaman III

 

166,900,628

 

19,003,291

 

2,828,168

 

John A. Allison IV

 

185,342,193

 

561,726

 

2,828,168

 

Dr. Yvonne Greenstreet

 

181,720,151

 

4,183,768

 

2,828,168

 

Kenneth L. Shropshire

 

184,806,175

 

1,097,744

 

2,828,168

 

 

Proposal 2

 

The non-binding, advisory vote on executive compensation (“say-on-pay”) was approved, on an advisory basis, based upon the following final tabulation of votes:

 

For

 

184,398,103

 

Against

 

1,478,957

 

Abstain

 

26,859

 

Broker non-votes

 

2,828,168

 

 

Proposal 3

 

The non-binding, advisory vote on the frequency of future say-on-pay votes received the following votes:

 

One Year

 

185,449,803

 

Two Years

 

17,930

 

Three Years

 

416,816

 

Abstain

 

19,370

 

Broker non-votes

 

2,828,168

 

 

Proposal 4

 

The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018 was ratified, based upon the following final tabulation of votes:

 

For

 

187,917,181

 

Against

 

806,826

 

Abstain

 

8,080

 

Broker non-votes

 

0

 

 

The Company’s Board of Directors considered the results of the vote on the frequency of future say-on-pay votes, and determined that the Company will hold a say-on-pay vote on an annual basis. The Board will reevaluate this determination after the next non-binding advisory vote on the frequency of future say-on-pay votes.

 

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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.

 

 

MOELIS & COMPANY

 

 

 

 

 

 

By:

/s/ Osamu Watanabe

 

 

Name: Osamu Watanabe

 

 

Title: General Counsel and Secretary

 

Date: June 7, 2018

 

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