Houlihan Lokey, Inc. Form 8-K Summary
Reporting period and context: The filing reports actions taken at the September 16, 2026 annual meeting of stockholders and related management and board changes. The filing was signed and dated September 22, 2026.
Key Financial Information
The filing does not provide revenue, earnings, cash flow, margins, debt, liquidity, or other operating financial metrics. It is primarily a corporate governance, compensation-plan, and management-transition filing.
Material Changes
- Stockholders approved the Second Amended and Restated 2016 Incentive Award Plan, effective September 16, 2026.
- The plan reserves 12 million shares for issuance and 12 million shares for incentive stock options.
- The plan reinstates an annual share increase equal to 1% of outstanding Class A and Class B common stock on an as-converted basis, reduced from the prior 6% increase.
- The plan has no fixed expiration date and removes obsolete performance-based compensation provisions under Section 162(m).
- Thomas Reichert was elected as an independent Class I director effective October 1, 2026. His term runs through the 2028 annual meeting. He will serve on the Audit Committee and Nominating and Corporate Governance Committee.
- Christopher M. Crain retired as General Counsel on September 16, 2026 and became Corporate Senior Advisor, ceasing to be an executive officer.
- Prabha Sipi Bhandari was appointed Chief Legal Officer and Secretary and became an executive officer.
Annual Meeting Results
| Proposal | Result | Votes For | Votes Against or Withheld | Other |
|---|---|---|---|---|
| Election of Class II directors | All nominees elected | 179.4 million to 202.4 million | 2.1 million to 25.1 million withheld | 3.0 million broker non-votes per nominee |
| Advisory executive compensation vote | Approved | 193,851,865 | 10,634,593 | 16,202 abstentions; 3,033,049 broker non-votes |
| KPMG LLP auditor ratification | Approved | 206,058,555 | 1,466,760 | 10,394 abstentions; no broker non-votes |
| Second Amended and Restated Incentive Award Plan | Approved | 161,991,591 | 42,486,557 | 24,512 abstentions; 3,033,049 broker non-votes |
Compensation and Other Items
- Mr. Reichert will receive standard non-employee director compensation and restricted Class A common stock valued at $120,000, vesting in substantially equal installments over three years, subject to continued service.
- The filing states that Mr. Reichert entered into the standard director indemnification agreement and has no reportable related-party transaction or selection arrangement.
- A September 22, 2026 press release announced Ms. Bhandari’s appointment and Mr. Crain’s transition to Corporate Senior Advisor. The Regulation FD information is furnished and not deemed filed for Section 18 liability purposes.
Investor Verification Points
- Review Exhibit 10.1 for the complete terms of the amended incentive plan, including potential future share dilution from the 1% annual increase.
- Confirm the effective date and vesting terms of Mr. Reichert’s $120,000 restricted-stock award.
- Monitor the transition of legal leadership and any subsequent disclosures regarding Ms. Bhandari’s responsibilities or Mr. Crain’s advisory role.
- Reconcile the annual meeting vote totals and broker non-votes with the company’s proxy materials.
- Note that this filing does not update the company’s financial outlook or provide new operating guidance.