Houlihan Lokey, Inc. (NYSE:HLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 19, 2017, Houlihan Lokey, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the “Restated Plan”), which amends and restates the Houlihan Lokey, Inc. 2016 Incentive Award Plan (the “Original Plan”). The Restated Plan was adopted by the Company’s board of directors on July 20, 2017.
The Restated Plan makes the following material changes to the Original Plan:
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Requires the Company, except in connection with certain corporate transactions, to obtain stockholder approval prior to (a) reducing the exercise price of any stock option or stock appreciation right (“SAR”) awarded under the Restated Plan, or (b) cancelling a stock option or SAR awarded under the Restated Plan at a time when its exercise price exceeds the fair market value of the underlying shares in exchange for cash or another award; |
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Authorizes the Company to permit net share tax withholding with respect to awards granted under the Restated Plan up to the maximum statutory withholding rates in the applicable jurisdictions; and |
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Includes provisions required to satisfy the stockholder approval requirements of Section 162(m) of the Internal Revenue Code of 1986. |
The terms and conditions of the Restated Plan are described in the Company’s proxy statement, dated July 26, 2017, as filed with the Securities and Exchange Commission (“Proxy Statement”), under the heading “Proposal 3: Approval of Our Amended and Restated 2016 Incentive Award Plan” (the “Stockholder Proposal”). The terms and conditions of the Restated Plan in the Stockholder Proposal do not purport to be a complete description of the Restated Plan, and are qualified in their entirety by reference to the complete text of the Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders voted on proposals (1) to elect four Class II directors to the Company’s board of directors, each to serve until the Company’s 2020 annual meeting of stockholders, and until a successor has been duly elected and qualified; (2) to ratify the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018; and (3) to approve an amendment and restatement of the Company’s 2016 Incentive Award Plan. Following is the final tabulation of votes cast at the meeting:
Proposal 1: Election of Class I Directors
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Irwin N. Gold |
445,814,307 |
9,342,137 |
2,680,726 |
|
Bennet Van de Bunt |
448,559,343 |
6,597,101 |
2,680,726 |
|
Ron K. Barger |
445,811,146 |
9,345,298 |
2,680,726 |
|
Paul E. Wilson |
445,906,591 |
9,249,853 |
2,680,726 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
457,699,984 |
117,052 |
20,134 |
Proposal 3: Approval of Amended and Restated 2016 Incentive Award Plan
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
440,724,515 |
14,429,131 |
2,798 |
2,680,726 |
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Exhibit Description |
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Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan |
HOULIHAN LOKEY, INC. ExhibitEX-10.1 2 hli-8k091917ex101.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1AMENDED AND RESTATEDHOULIHAN LOKEY,…To view the full exhibit click here
About Houlihan Lokey, Inc. (NYSE:HLI)
Houlihan Lokey, Inc. is an independent investment bank that focuses on mergers and acquisitions (M&A), financings, financial restructurings and financial advisory services. The Company, through its offices in the United States, Europe, Asia and Australia, serves a set of clients across the world, including corporations, financial sponsors and government agencies. It operates through three segments: Corporate Finance, Financial Restructuring and Financial Advisory Services. The Corporate Finance activities include two categories: M&A and capital markets advisory. The Financial Restructuring segment advises on restructurings around the world. The Financial Advisory Services segment includes financial opinions, and a range of valuation and financial consulting services. The Company’s primary subsidiaries include Houlihan Lokey Capital, Inc., Houlihan Lokey Financial Advisors, Inc. and Houlihan Lokey EMEA, LLP.
