Houlihan Lokey Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Vote to elect four Class II directors — Irwin N. Gold, R. Scott Mund, Cyrus D. Walker, and Gillian B. Zucker — each to serve until the 2029 annual meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.

   More detail

   This proposal is a non-binding advisory (‘‘say-on-pay’’) vote asking shareholders to approve the Company’s fiscal 2026 executive compensation as disclosed in the proxy statement. Management frames the proposal as a request for endorsement of the overall structure and amounts of pay awarded to named executive officers, which for fiscal 2026 consisted largely of incentive compensation tied to revenue and strategic objectives, delivered as a mix of cash and time- and performance‑vesting equity. The board recommends a FOR vote and indicates it will consider the outcome when setting future pay, reflecting standard governance practice of soliciting shareholder feedback on pay-for-performance. Contextually, the Company emphasizes strong fiscal 2026 financial results (record revenues of $2.62 billion) and strategic hires and acquisitions as drivers of the large incentive pools paid in 2026; these outcomes underpin management’s rationale that pay was earned. The advisory nature means the vote does not alter awards legally, but a significant shareholder negative vote could pressure the Compensation Committee to revise plan design, metrics, or disclosures. The proposal’s mechanics: approval is by majority of votes cast and broker non-votes do not count as votes cast; management notes the HL Voting Trust is expected to support management. Key governance considerations for an analyst include the heavy emphasis on incentive pay tied to revenue thresholds, the use of time- and performance‑vesting restricted shares, clawback and other compensation policies, and whether metrics and caps adequately align long-term shareholder value with payouts. Given the Company’s disclosure of compensation benchmarking, independent consultant use, and the Compensation Committee’s discretion, an analyst should weigh the company’s recent performance, peer comparisons, and equity dilution impacts when evaluating the appropriateness of the recommended vote.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

4. 4

   Approval of the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan

   ManagementBoard: FOR

   Approve the Second A&R Plan to reserve 12,000,000 shares for awards, reinstate an annual share increase (1%), remove plan expiration, and make related amendments to the Existing Plan.

   More detail

   This management proposal requests shareholder approval of an amended and restated equity incentive plan that would reserve 12 million shares for grants, reinstate an annual automatic share increase (reduced to 1% of outstanding shares), eliminate the plan’s fixed expiration date, and make technical and administrative changes consistent with post‑Tax Cuts and Jobs Act tax rules. Management presents the change as necessary to maintain an adequate share pool to attract, retain and motivate employees and to support acquisitions that bring talent into the firm. The board’s supporting materials disclose the company’s three‑year average annual share usage (burn rate ~1.9%), historical grant activity, and that 10,937,850 shares remained available under the Existing Plan as of March 31, 2026, framing the requested reserve as reasonable relative to historical usage. The proposal removes certain Section 162(m)-related mechanics that are now obsolete due to tax law changes, simplifies consultant eligibility, and preserves administrator discretion on award types and adjustments in corporate transactions. The board also quantifies potential dilution (illustrative 18.2% cumulative impact if 12 million shares were available as of March 31, 2026) and explains governance safeguards such as repricing prohibitions and annual director grant limits. For investors evaluating the proposal, key considerations include assessing the reasonableness of the 12 million-share request relative to the company’s growth plans and burn rate, the impact of reinstating an annual increase even at 1%, and the balance between retention incentives and dilution risk. The board recommends a FOR vote, arguing the benefits of maintaining an equity incentive program — including acquisition integration and alignment of employee/shareholder interests — outweigh the potential dilution, and that the amended plan better aligns with current governance and tax standards.

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When is the Houlihan Lokey Inc 2026 annual meeting?

Houlihan Lokey Inc (HLI) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

What is the record date for the Houlihan Lokey Inc 2026 meeting?

The record date for the Houlihan Lokey Inc 2026 meeting is Thursday, July 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Houlihan Lokey Inc's 2026 meeting?

The board is presenting 4 director nominees at the Houlihan Lokey Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Houlihan Lokey Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Houlihan Lokey Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.