8-K
HOULIHAN LOKEY, INC. (HLI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 18, 2024
Houlihan Lokey, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37537 | 95-2770395 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 10250 Constellation Blvd., | ||
| --- | --- | |
| 5th Floor, Los Angeles, CA | 90067 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 310-553-8871
Not Applicable
(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 (see General Instruction A.2. below):
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 | HLI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 September 18, 2024, Houlihan Lokey, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on proposals (1) to elect four Class III directors to the Company’s board of directors, each to serve until the Company’s 2027 annual meeting of stockholders, and until a successor has been duly elected and qualified; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 Proxy Statement; (3) to approve, on an advisory basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and (4) to ratify the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. Following is the final tabulation of votes cast at the meeting:
Proposal 1: Election of Class III Directors
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Scott J. Adelson | 198,002,434 | 15,072,800 | 2,028,702 |
| Ekpedeme M. Bassey | 195,814,918 | 17,260,316 | 2,028,702 |
| Robert A. Schriesheim | 192,456,940 | 20,209,909 | 2,437,087 |
| P. Eric Siegert | 207,711,356 | 4,970,402 | 2,422,178 |
Proposal 2: Approval of Non-Binding, Advisory Vote on Executive Compensation
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 206,218,345 | 6,854,293 | 29,183 | 2,002,115 |
Proposal 3: Frequency of Non-Binding, Advisory Vote on Executive Compensation
| One Year | Two Years | Three Years | Abstentions |
|---|---|---|---|
| 212,485,253 | 2,018 | 590,063 | 24,487 |
Proposal 4: Ratification of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 213,470,217 | 1,601,349 | 32,370 | 0 |
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.
Date: September 23, 2024
| HOULIHAN LOKEY, INC. | |
|---|---|
| By: | /s/ Christopher M. Crain |
| Name: | Christopher M. Crain |
| Title: | General Counsel and Secretary |