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): November 5, 2020

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in its Charter)

(310) 788-5200

(Registrant’s telephone number, including area code)

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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.  ☐

On November 5, 2020, the Company’s board of directors (i) increased the size of the board from eight to ten and (ii) elected Ekpedeme “Pamay” M. Bassey and Cyrus Walker to its board of directors as independent Class III and Class II directors of the Company, respectively, to serve until the 2021 Annual Meeting of Stockholders or the 2023 Annual Meeting of Stockholders, respectively, and, in each case, until such time as his or her successor shall be duly elected and duly qualified or until his or her earlier death, resignation or removal. Ms. Bassey was appointed as a member of the Company’s Compensation Committee, and Mr. Walker was appointed as a member of the Company’s Nominating and Corporate Governance Committee.

There are no arrangements or understandings between either Ms. Bassey or Mr. Walker and any other person pursuant to which Ms. Bassey or Mr. Walker were elected as directors. There are no transactions in which either Ms. Bassey or Mr. Walker have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Pursuant to the Company’s Amended and Restated 2016 Incentive Award Plan (the “Incentive Plan”), each of Ms. Bassey and Mr. Walker will receive a restricted stock award of shares of class A common stock with a value equal to $100,000, which such awards will vest in equal installments on the one-, two- and three-year anniversaries of the grant date, subject to his or her continuing service through the applicable vesting dates and shall vest in full upon the death or disability of Ms. Bassey or Mr. Walker, as applicable, in accordance with the Incentive Plan. Consistent with other independent directors, Ms. Bassey and Mr. Walker will each receive an annual cash retainer for their services of $62,500 and an annual award of class A common stock with a value equal to $87,500 (each of which is prorated based on the time of service for each year). We expect to enter into our standard form of indemnification agreement for executive officers and directors with each of Ms. Bassey and Mr. Walker.

On November 5, 2020, the Company issued a press release regarding the election of Ms. Bassey and Mr. Walker to its board of directors. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

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: November 5, 2020

EX-99.1

Exhibit 99.1

Houlihan Lokey Expands Its Board with Appointments of Pamay Bassey and Cyrus Walker

NEW YORK—November 5, 2020—Houlihan Lokey, Inc. (NYSE:HLI), the global investment bank, today announced that it has elected Ekpedeme “Pamay” M. Bassey and Cyrus Walker to its board of directors as independent directors. The appointments are effective immediately. Ms. Bassey will serve on the board’s compensation committee and Mr. Walker will serve on the nominating and corporate governance committee. With these additions, the board expands to ten members.

Ms. Bassey is Chief Learning and Diversity Officer for the Kraft Heinz Company, where she creates an inclusive culture of continuous learning, bold creativity, and intellectual curiosity, and drives the company’s global learning and development strategy and initiatives. Ms. Bassey has deep expertise in learning theories derived from artificial intelligence research and practical experience designing and developing highly rated learning solutions and transformative leadership development programs.

Prior to Kraft Heinz, Ms. Bassey served as the Global Head of Learning Platform and Professional Development for BlackRock, the world’s largest asset manager. Before that, she was president of The Pamay Group, an e-learning design and strategy company. She began her career in Accenture’s Media Technologies Group.

Mr. Walker is the Founder and CEO of The Dibble Group, an insurance brokerage and consulting firm. He was previously the Co-CEO of Nemco Group LLC, a provider of insurance and employee benefits consulting services, as well as the CEO and Founder of OSI Benefits Inc., an insurance consulting firm. Mr. Walker is also a current director of APi Group Corp., a publicly traded provider of commercial life safety and specialty solutions and services.

“We are delighted that Pamay and Cyrus will bring their leadership, deep expertise, and personal and professional experience to our board,” said Irwin Gold, Executive Chairman of Houlihan Lokey. “As we continue to grow and evolve as a firm, we seek board-level guidance that will meaningfully impact that evolution, whether it is our business strategy, corporate culture, or brand identity and what kind of impact we want to have on the world in which we operate. In this respect, Pamay and Cyrus are excellent additions to our board and we welcome their insight and wisdom.”

Ms. Bassey holds a BS in Symbolic Systems from Stanford University, with an artificial intelligence concentration, and an MS in Computer Science from Northwestern University. Pamay serves as Chair of the National Advisory Board of The Haas Center for Public Service at Stanford University and is a life member of the Council on Foreign Relations.

Mr. Walker holds a BA in Political Economy from Colorado College. Mr. Walker previously served on the board of advisors of NFP Corp., a leading insurance brokerage and consulting firm, and of Opportunity Systems, Inc., a privately held data processing firm.

About Houlihan Lokey

Houlihan Lokey (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and valuation. The firm serves corporations, institutions, and governments worldwide with offices in the United States, Europe, the Middle East, and the Asia-Pacific region. Independent advice and intellectual rigor are hallmarks of the firm’s commitment to client success across its advisory services. Houlihan Lokey is the No. 1 M&A advisor for the past five consecutive years in the U.S., the No. 1 global restructuring advisor for the past six consecutive years, and the No. 1 global M&A fairness opinion advisor over the past 20 years, all based on number of transactions and according to data provided by Refinitiv (formerly Thomson Reuters).

Contact Information

Investor Relations

212.331.8225

IR@HL.com

Media Relations

212.497.4220

PR@HL.com