Houlihan Lokey (HLI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 18, 2024, to elect directors, approve executive compensation, determine the frequency of say-on-pay votes, and ratify the external auditor.

• The company achieved its second highest revenue in history ($1.91B), increased its dividend, and completed strategic acquisitions in fiscal 2024.

• The HL Voting Trust controls 75.5% of voting power, classifying the company as a “controlled company” under NYSE rules.

Voting matters and shareholder proposals

• Four Class III directors are up for election; board recommends voting for all nominees.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of KPMG LLP as independent auditor for fiscal year ending March 31, 2025, is recommended.

• No shareholder proposals were received for this meeting.

Board of directors and corporate governance

• The board consists of 11 members, six of whom are independent under NYSE rules.

• Directors are divided into three classes with staggered three-year terms.

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

• Board leadership was restructured in June 2024, with Scott Adelson becoming CEO and Scott Beiser moving to Co-Chairman.

• The company maintains a code of business conduct and ethics and robust stockholder engagement practices.