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):  July 1, 2014

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:

oWritten communications pursuant to Rule 425 under the Securities Act

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)Effective July 1, 2014, the Board of Directors (the “Board”) of Moelis & Company (the “Company”) increased its size from five to six directors and elected Kenneth L. Shropshire as director of the Company.  Mr. Shropshire was also appointed to the Board’s audit and compensation committees, replacing Kenneth Moelis on the audit committee and Navid Mahmoodzadegan on the compensation committee.  The Board has determined that Mr. Shropshire is “independent” as that term is defined under the NYSE listing rules for purposes of serving on the Board and committees and that he also satisfies the independence criteria set forth in Rule 10A-3 of the Securities Exchange Act, as amended, for purposes of serving as an independent director on the audit committee.

As a non-employee director of the Company, Mr. Shropshire will be eligible to receive annual compensation of $110,000 (comprised of $70,000 in either cash or Restricted Stock Units or a combination of both at his option, and $40,000 in the form of Restricted Stock Units which vest upon grant and are settled following the second anniversary of grant).  Additionally, as an audit committee member, he will be eligible to receive compensation of $10,000 annually.  The Company also reimburses non-employee directors for expenses incurred in connection with attending Board and committee meetings.  In addition, Mr. Shropshire and the Company will enter into an indemnification agreement substantially in the form attached as Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-194306) filed by the Company with the Securities and Exchange Commission on March 24, 2014.

Item 7.01Regulation FD Disclosure.

On July 1, 2014, the Company issued a press release announcing the appointment of Mr. Shropshire to the Board.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1Press Release of Moelis & Company, dated July 1, 2014

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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: July 1, 2014

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EX-99.1

Exhibit 99.1

Kenneth L. Shropshire, Wharton Professor and Corporate Lawyer, Appointed

As An Independent Member of the Moelis & Company Board of Directors

New York, July 1, 2014:  Moelis & Company (NYSE: MC), a leading global independent investment bank, today announced the appointment of Kenneth L. Shropshire, Wharton professor and corporate lawyer, as an independent member of the Board of Directors.

Mr. Shropshire is the David W. Hauck Professor at the Wharton School of the University of Pennsylvania, teaching legal and business aspects of sports; business law and ethics; negotiation and dispute resolution; and diversity and the law. He is the director and founder of the Wharton Sports Business Initiative, a think-tank that generates and disseminates knowledge about the sports industry through educational programs, strategic corporate partnerships, high-level student consulting assignments, global forums and research. Mr. Shropshire also serves as Special Counsel to the global law firm Duane Morris LLP where he practices corporate law with a concentration in sports and business law.

Ken Moelis, Chairman and CEO of Moelis & Company, said, “We are delighted to welcome Ken to the Moelis & Company board so soon after our initial public offering in April. Ken brings new perspectives and a wealth of unique experience to this role which will benefit the Firm, and our clients, greatly.”

Mr. Shropshire is also a consultant to the Miami Dolphins Foundation and the National Football League, where he assists the organization in expanding its player development and social impact program, and he currently leads the research efforts of the Major League Baseball On-Field Diversity Task Force.  His consulting roles have also included work for the NCAA, the NFL Players Association and USA Track and Field, and he was an executive on the organizing committee for the 1984 Los Angeles Olympic Games. Mr. Shropshire is a founder and member of the Board of Directors of the Valley Green Bank in Philadelphia and also serves as a trustee of the Women’s Sports Foundation and the Board of Directors of Peace Players International.  He is a former president of the Sports Lawyers Association, the largest such organization in the world, and Program Chair of the ABA Forum Committee, Sports Law Section.  Mr. Shropshire is the author of numerous books and articles on the business of sports.

Mr. Shropshire is a 1980 graduate of Columbia Law School and a 1977 graduate of Stanford University.

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About Moelis & Company

Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments and financial sponsors.  The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors.  Moelis & Company’s experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings and other corporate finance matters.  The Firm serves its clients with nearly 500 employees based in 15 offices in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com.

Media Contact:

Andrea Hurst

Moelis & Company

T: + 1 212 883 3666

M: + 1 347 583 9705

andrea.hurst@moelis.com

Investor Contact:

Kate Pilcher Ciafone

Moelis & Company

T: + 1 212 883 3800

kate.ciafone@moelis.com