UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 7.01 | Regulation FD Disclosure |
(d) On December 15, 2022, the Board of Directors elected Laila Worrell as a director of the Company and a member of the Board’s audit committee. Ms. Worrell will begin her term on January 1, 2023. The Board has determined that Ms. Worrell is “independent” as that term is defined under the NYSE listing rules for purposes of serving on the Board and committees and that she 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, Ms. Worrell will be eligible to receive annual compensation of $150,000 (comprised of $85,000 in either cash or shares of Class A common stock or a combination of both at her option, and $65,000 in the form of Restricted Stock Units which vest upon grant and are settled following the second anniversary of grant (except for the initial grant which will be settled no later than 60 days from July 1, 2024). The Company also reimburses non-employee directors for expenses incurred in connection with attending Board and committee meetings. In addition, Ms. Worrell and the Company have entered into an indemnification agreement substantially in the form attached as Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333- 200035) filed by the Company with the Securities and Exchange Commission on November 10, 2014.
On December 15, 2022, the Company issued a press release announcing the election of Ms. Worrell to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press release of Moelis & Company dated December 15, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: December 15, 2022