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 06, 2025 (June 05, 2025)
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 | Name of each exchange | ||
| Class A Common Stock | MC | 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 6, 2024, Moelis & Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). (b) At the Annual Meeting, stockholders voted on proposals to (1) 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) ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Following is the final tabulation of votes cast at the meeting.
Proposal 1:
Five directors were elected to the board of directors, based upon the following final tabulation of votes:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||||
| Kenneth Moelis | 105,050,801 | 1,832,746 | 18,876 | 6,378,591 | ||||||||||||
| Eric Cantor | 101,893,915 | 4,987,224 | 21,284 | 6,378,591 | ||||||||||||
| Louise Mirrer | 100,718,038 | 6,164,823 | 19,562 | 6,378,591 | ||||||||||||
| Kenneth L. Shropshire | 89,122,211 | 17,752,192 | 28,020 | 6,378,591 | ||||||||||||
| Laila Worrell | 91,065,343 | 15,817,674 | 19,406 | 6,378,591 | ||||||||||||
Proposal 2:
The non-binding, advisory vote on the compensation of the Company’s named executive officers was approved, based upon the following final tabulation of votes:
| For | 82,139,375 | |||
| Against | 24,628,012 | |||
| Abstain | 135,036 | |||
| Broker Non-Votes | 6,378,591 |
Proposal 3:
The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 was ratified, based upon the following final tabulation of votes:
| For | 110,769,178 | |||
| Against | 2,486,856 | |||
| Abstain | 24,980 | |||
| Broker Non-Votes | 0 |
(c) Not applicable.
(d) Not applicable.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 | ||||||
| Date: June 06, 2025 | By: | /s/ Osamu Watanabe | ||||
| Name: | Osamu Watanabe | |||||
| Title: | General Counsel and Secretary | |||||