Form 8-K - Current report

false 0001302215 0001302215 2024-10-24 2024-10-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 24, 2024

 

 

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-37537		95-2770395
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

10250 Constellation Blvd., 5th Floor, Los Angeles, California 90067

(Address of Principal Executive Offices) (Zip Code)

310-553-8871

Registrant’s telephone number, including area code

N/A

(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 (see General Instruction A.2. below):

 

☐	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, par value $0.001		HLI		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

 

 

 

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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

On October 24, 2024, the board of directors of Houlihan Lokey, Inc. (the “Company”) approved a second amendment (the “Amendment”) to the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the “Plan”) reducing the number of shares of Company common stock available for issuance under the Plan. Under the Amendment, the aggregate number of shares of common stock that are available for issuance under awards granted pursuant to the Plan on or after October 24, 2024 is equal to 8,000,000.

In addition, the number of shares available for issuance will be increased on April 1, 2025 by an amount equal to the lowest of:

 

•

6,540,659 shares of our Class A common stock and Class B common stock;

 

•

six percent of the shares of Class A common stock and Class B common stock outstanding on March 31, 2025;

 

•

such smaller number of shares as determined by the Board.

A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Exhibit Description
10.1		Second Amendment to Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

Date: October 28, 2024				Houlihan Lokey, Inc.
				By:		/s/ J. Lindsey Alley
				Name:		J. Lindsey Alley
				Position:		Chief Financial Officer

Exhibit 10.1

SECOND AMENDMENT TO

AMENDED AND RESTATED HOULIHAN LOKEY, INC.

2016 INCENTIVE AWARD PLAN

This Second Amendment (“Amendment”) to the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan, as amended (the “Plan”), is adopted by the Board of Directors (the “Board”) of Houlihan Lokey, Inc., a Delaware corporation (the “Company”), as of October 24, 2024. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

 

A.	The Company currently maintains the Plan.

 

B.	Pursuant to Section 10.4 of the Plan, the Administrator (as defined in the Plan) may amend the Plan at any time.

 

C.	The Board desires to amend the Plan as set forth herein.

AMENDMENT

Effective as of the date set forth above, the Plan is hereby amended as follows.

 

1.	Section 11.29. Section 11.29 of the Plan is hereby amended and restated in its entirety as follows:

“Overall Share Limit” means, with respect to Awards made under the Plan on or after October 24, 2024, the sum of (i) 8,000,000 Shares, and (ii) an increase on April 1, 2025 equal to the lesser of (a) 6,540,659 Shares, (b) 6% of the Shares of Class A Common Stock and Class B Common Stock outstanding on March 31, 2025, assuming the conversion of any shares of preferred stock, and including shares issuable upon the exercise or payment of stock options, warrants and other equity securities with respect to which shares have not actually been issued and (c) such smaller number of Shares as may be determined by the Board, which may be issued as Shares of Class A Common Stock or Shares of Class B Common Stock, as determined by the Administrator in its sole discretion and to the extent such class of Common Stock exists from time to time.”

 

2.	This Amendment shall be and is hereby incorporated in and forms a part of the Plan.

 

3.	Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of Houlihan Lokey, Inc. on October 24, 2024.

 

Houlihan Lokey, Inc.
By:		/s/ Christopher M. Crain
Christopher M. Crain
General Counsel and Secretary
Date: October 24, 2024

Document and Entity Information	Oct. 24, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001302215
Document Type	8-K
Document Period End Date	Oct. 24, 2024
Entity Registrant Name	Houlihan Lokey, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37537
Entity Tax Identification Number	95-2770395
Entity Address, Address Line One	10250 Constellation Blvd.
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90067
City Area Code	310
Local Phone Number	553-8871
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.001
Trading Symbol	HLI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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