Moelis & Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect seven nominees—Kenneth Moelis, Navid Mahmoodzadegan, Eric Cantor, Thorold Barker, Louise Mirrer, Kenneth L. Shropshire and Laila Worrell—to the Board of Directors to hold office until the 2027 Annual Meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement, including the CD&A, compensation tables and related narrative.

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosure and pay practices as described in the Proxy Statement. Management is seeking approval to validate its 2025 compensation approach, which emphasizes a pay-for-performance philosophy with a majority of incentive compensation delivered in long‑term equity (RSUs and LP Units) tied to multi-year vesting and, in certain cases, rigorous TSR-based performance conditions. The request is contextualized by a leadership transition in 2025—Ken Moelis stepping to Executive Chairman and Navid Mahmoodzadegan becoming CEO—and by two one-time awards (a retention award for the Executive Chairman and a performance-based succession award for the CEO) granted in connection with that succession, which have been focal points in shareholder engagement. The Board’s stated rationale for recommending a FOR vote is that the program aligns executives’ pay with long-term firm performance, retention, and shareholder interests, includes governance safeguards (clawbacks, independent compensation consultant, ownership guidelines), and that the Committee considered feedback from substantial shareholder outreach covering roughly 73% of unaffiliated Class A shares. While the vote is advisory and non-binding, management commits to consider the outcome when making future compensation decisions; last year approximately 77% of votes supported the compensation program. Key fiduciary considerations include whether discretionary elements and one-time awards are appropriately structured and justified by performance metrics and succession needs, and whether equity vesting and performance conditions provide sufficient alignment and clawback/anti-hedging protections. For an investor or analyst, the contested aspects to evaluate further would be the discretionary nature of awards, the design and caps of one-time succession awards, the specific TSR hurdles and vesting schedules, and the degree to which shareholder feedback has materially influenced plan design going forward.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Moelis & Co 2026 annual meeting?

Moelis & Co (MC) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Moelis & Co 2026 meeting?

The record date for the Moelis & Co 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Moelis & Co's 2026 meeting?

The board is presenting 7 director nominees at the Moelis & Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Moelis & Co 2026 meeting?

Shareholders will vote on 3 proposals at the Moelis & Co 2026 meeting, each tagged with who proposed it and the board's recommendation.