8-K

MOELIS & COMPANY

Date: June 09, 2023

/s Osamu Watanabe

Osamu Watanabe

General Counsel and Secretary

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 09, 2023 (June 08, 2023)

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 4th Floor
New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 883-3800

(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:

☐	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
Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

The 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

(a) On June 8, 2023, the Company held its annual meeting of stockholders. (b) At the meeting, stockholders voted on proposals (1) to 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 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, 2023. Following is the final tabulation of votes cast at the meeting.

Proposal 1:

Election of Directors to the board of directors:


Nominee	Votes For		Votes Against		Abstain		Broker Non-Votes
Kenneth Moelis		99,470,703		2,511,777		40,690		6,247,446
Eric Cantor		100,151,968		1,830,098		41,104		6,247,446
John A. Allison IV		85,082,902		16,876,004		64,264		6,247,446
Kenneth L. Shropshire		88,049,453		13,909,921		63,796		6,247,446
Laila Worrell		101,082,699		918,274		22,197		6,247,446

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			94,839,248
Against			7,106,968
Abstain			76,954
Broker Non-Votes			6,247,446

Proposal 3

The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023 was ratified, based upon the following final tabulation of votes:


For			104,829,088
Against			3,401,965
Abstain			39,563
Broker Non-Votes			0

(d) Not applicable.