Houlihan Lokey (HLI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 17, 2025, with three main proposals: electing three Class I directors, an advisory vote on executive compensation, and ratification of KPMG as auditor for FY2026.

• The company achieved record revenues of $2.39 billion in FY2025, a 25% increase from the prior year, and increased its quarterly dividend to $0.60 per share at the start of FY2026.

• Strategic acquisitions included Prytania Solutions Ltd. and Waller Helms Advisors, and 37 new Managing Directors were hired, with 16 internal promotions.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, an advisory vote on executive compensation, and ratifying KPMG as auditor.

• The board recommends voting FOR all proposals; no shareholder proposals were received.

• HL Voting Trust holds sufficient shares to ensure passage of board proposals.

Board of directors and corporate governance

• The board will be reduced to ten members after the meeting, with six currently independent directors.

• Board is divided into three staggered classes; Class I nominees are Beiser, Carter, and Zuber.

• The company is a “controlled company” under NYSE rules due to the HL Voting Trust holding over 50% voting power.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• All directors attended at least 75% of meetings in FY2025.