Form 8-K - Current report

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): September 17, 2024 (September 13, 2024)

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

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

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 5.02 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 September 13, 2024, the Board of Directors elected Louise Mirrer as a director of the Company. Dr. Mirrer will begin her term on September 17, 2024. The Board has determined that Dr. Mirrer 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.

As a non-employee director of the Company, Dr. Mirrer will be eligible to receive annual compensation of $200,000 (comprised of $100,000 in either cash or shares of Class A common stock or a combination of both at her option, and $100,000 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, 2026). The Company also reimburses non-employee directors for expenses incurred in connection with attending Board and committee meetings. In addition, Dr. Mirrer 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 September 17, 2024, the Company issued a press release announcing the election of Dr. Mirrer 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.


Exhibit Number		Description

99.1		Press release of Moelis & Company dated September 17, 2024.

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: September 17, 2024

Exhibit 99.1

LOGO

Moelis Appoints Dr. Louise Mirrer as an Independent Member to its Board of Directors

New York, September 17, 2024 – Moelis (NYSE: MC), a leading global independent investment bank, today announced the appointment of Dr. Louise Mirrer to its Board of Directors, effective September 17, 2024.

Dr. Mirrer brings over four decades of experience in academia and the non-profit sector, including more than 20 years of executive leadership. Since 2004, she has been leading the mission and operations of the New York Historical Society as its President and CEO. Under her leadership, Dr. Mirrer has significantly enhanced the New York Historical Society’s position as a leading cultural and educational institution. She oversaw the organization’s $100 million capital campaign, increased the institution’s annual visitorship to nearly half a million, and launched numerous groundbreaking exhibitions.

Dr. Mirrer previously held senior leadership roles at City University and the University of Minnesota. She has also served as a professor at several prestigious institutions including Fordham University and UCLA, earning numerous academic awards and honors throughout her distinguished career.

Ken Moelis, Chairman and CEO of Moelis & Company commented: “We are pleased to welcome Louise to our Board of Directors. Her impressive track record of leadership in the non-profit sector and academia, along with her proven success in driving institutional growth, will bring a unique and valuable perspective to our Board.”

Dr. Mirrer will join Moelis’s Board as the fourth Independent Director alongside John Allison, Kenneth Shropshire, and Laila Worrell.

In addition to her professional achievements, Dr. Mirrer holds a double Ph.D. from Stanford, a graduate Diploma from Cambridge, and a BA magna cum laude from the University of Pennsylvania. She is also an Honorary Fellow of Wolfson College, Cambridge, and a member of the Council on Foreign Relations.

-ends-

About Moelis & Company

Moelis & Company (“Moelis”) 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, capital markets transactions, and other corporate finance matters. The Firm serves its clients from 23 locations in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com.

Document and Entity Information	Sep. 13, 2024
Cover [Abstract]
Entity Registrant Name	Moelis & Co
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0001596967
Document Type	8-K
Document Period End Date	Sep. 13, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-36418
Entity Tax Identification Number	46-4500216
Entity Address, Address Line One	399 Park Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	883-3800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock
Trading Symbol	MC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false