Moelis & Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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 07, 2024 (
(Exact name of Registrant as Specified in Its Charter)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 6, 2024, Moelis & Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, and as further described in Item 5.07 below, stockholders approved the Moelis & Company 2024 Omnibus Incentive Plan (the “2024 Moelis Omnibus Incentive Plan”). The Company’s Board of Directors previously approved the 2024 Moelis Omnibus Incentive Plan, subject to stockholder approval at the Annual Meeting. A description of the material terms of the 2024 Moelis Omnibus Incentive Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-36418) filed with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”) under Proposal 4 and is incorporated herein by reference. The description of the material terms of the 2024 Moelis Omnibus Incentive Plan is qualified in its entirety by reference to the 2024 Moelis Omnibus Incentive Plan, a copy of which is attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 6, 2024, the Company held its Annual Meeting. (b) At the Annual Meeting, stockholders voted on proposals to (1) elect five directors to the Company’s board of directors; (2) approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers; (4) approve the 2024 Moelis Omnibus Incentive Plan; and (5) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Following is the final tabulation of votes cast at the meeting.
Proposal 1:
Five directors were elected to the board of directors, based upon the following final tabulation of votes:
| Nominee |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes | ||||
| Kenneth Moelis |
103,306,834 | 3,014,706 | 25,736 | 5,413,216 | ||||
| Eric Cantor |
101,885,128 | 4,437,948 | 24,200 | 5,413,216 | ||||
| John A. Allison IV |
83,610,302 | 22,710,625 | 26,349 | 5,413,216 | ||||
| Kenneth L. Shropshire |
91,312,517 | 14,989,594 | 45,165 | 5,413,216 | ||||
| Laila Worrell |
91,772,379 | 14,531,668 | 43,229 | 5,413,216 |
Proposal 2:
The non-binding, advisory vote on the compensation of the Company’s named executive officers was approved, based upon the following final tabulation of votes:
| For |
98,862,902 | |
| Against |
7,432,542 | |
| Abstain |
51,832 | |
| Broker Non-Votes |
5,413,216 |
Proposal 3:
Stockholders approved a frequency of one year for the non-binding, advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, based upon the following final tabulation of votes:
| 1 Year |
105,379,946 | |
| 2 Years |
43,856 | |
| 3 Years |
876,470 | |
| Abstain |
47,004 |
Proposal 4:
The 2024 Moelis Omnibus Incentive Plan was approved, based upon the following final tabulation of votes:
| For |
78,351,831 | |
| Against |
27,777,335 | |
| Abstain |
218,110 | |
| Broker Non-Votes |
5,413,216 |
Proposal 5:
The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 was ratified, based upon the following final tabulation of votes:
| For |
109,410,884 | |
| Against |
2,318,307 | |
| Abstain |
31,301 | |
| Broker Non-Votes |
0 |
(c) Not applicable.
(d) The Company’s Board of Directors, taking into consideration the final tabulation of votes for Proposal 3, as described above, and consistent with the Company’s Board of Directors recommendation, determined that the Company will hold non-binding, advisory votes to approve the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |
| 10.1** | Moelis & Company 2024 Omnibus Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| ** | Management contract or compensatory plan |
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.
| MOELIS & COMPANY | ||||||
| Date: June 07, 2024 | By: | /s/ Osamu Watanabe | ||||
| Name: Osamu Watanabe Title: General Counsel and Secretary | ||||||