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): June 7, 2019

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, 5th Floor

New York, New York

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (212) 883-3800

Check the appropriate box below if the Form 8-K 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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

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

NYSE

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 June 5, 2019, the Company held its annual meeting of stockholders. At the meeting, stockholders voted on proposals (1) to elect eight 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, 2019. Following is the final tabulation of votes cast at the meeting.

Proposal 1: Election of Directors


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Kenneth Moelis		124,741,906		20,865,960		3,232,239
Navid Mahmoodzadegan		123,371,291		22,236,575		3,232,239
Jeffrey Raich		123,371,031		22,235,835		3,232,239
Eric Cantor		122,946,412		22,661,454		3,232,239
Elizabeth Crain		123,372,131		22,235,735		3,232,239
John A. Allison IV		140,102,494		5,505,372		3,232,239
Yolonda Richardson		140,148,049		5,459,817		3,232,239
Kenneth L. Shropshire		139,866,078		5,741,788		3,232,239

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			141,512,363
Against			4,014,084
Abstain			81,419
Broker non-votes			3,232,239

Proposal 3

The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2019 was ratified, based upon the following final tabulation of votes:


For			147,729,031
Against			1,037,207
Abstain			73,867
Broker non-votes			—

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.


MOELIS & COMPANY

By:		/s/ Osamu Watanabe
		Name: Osamu Watanabe
		Title: General Counsel and Secretary

Date: June 7, 2019