Moelis & Co — Declaration of Voting Results & Voting Rights Announcements 2019

Jun 7, 2019

8-K 1 d754538d8k.htm 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, 2019

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:

☐ Written communications pursuant to Rule 425 under the Securities Act

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

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

☐ 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).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	MC	NYSE

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

On June 5, 2019, 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) approve, on an advisory basis, the compensation of the Company’s named executive officers and (3) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. Following is the final tabulation of votes cast at the meeting.

Proposal 1: Election of Directors

Nominee — Kenneth Moelis	124,741,906	20,865,960	3,232,239
Navid Mahmoodzadegan	123,371,291	22,236,575	3,232,239
Jeffrey Raich	123,371,031	22,235,835	3,232,239
Eric Cantor	122,946,412	22,661,454	3,232,239
Elizabeth Crain	123,372,131	22,235,735	3,232,239
John A. Allison IV	140,102,494	5,505,372	3,232,239
Yolonda Richardson	140,148,049	5,459,817	3,232,239
Kenneth L. Shropshire	139,866,078	5,741,788	3,232,239

Proposal 2

The non-binding, advisory vote on executive compensation was approved, on an advisory basis, based upon the following final tabulation of votes:

For	141,512,363
Against	4,014,084
Abstain	81,419
Broker non-votes	3,232,239

Proposal 3

The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019 was ratified, based upon the following final tabulation of votes:

For	147,729,031
Against	1,037,207
Abstain	73,867
Broker non-votes	—

(c) Not applicable.

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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, 2019

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