Moelis & Co. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Moelis & Company on February 19, 2015. The filing reports a corporate governance change involving the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on director appointments and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from seven to eight members effective February 19, 2015.
- New Director: Yvonne Greenstreet was elected as a director.
- Committee Appointments: Ms. Greenstreet was appointed to the Audit and Compensation Committees, replacing Jeffrey Raich on the Audit Committee and Richard Leaman on the Compensation Committee.
- Independence: The Board determined Ms. Greenstreet is "independent" under NYSE listing rules and Rule 10A-3 of the Securities Exchange Act.
Compensation and Governance Details
As a non-employee director, Ms. Greenstreet is eligible for the following annual compensation:
- Base Compensation: $110,000 total, comprised of $70,000 in cash or Class A common stock (at her option) and $40,000 in Restricted Stock Units (vesting upon grant, settled after the second anniversary).
- Audit Committee Fee: $10,000 annually.
- Expenses: Reimbursement for expenses incurred attending Board and committee meetings.
- Indemnification: An indemnification agreement was entered into, substantially in the form attached to the Company's prior Form S-1 Registration Statement.
Investor Verification Checklist
- Verify the independence status of Yvonne Greenstreet under current NYSE listing rules.
- Review the specific vesting terms of the $40,000 Restricted Stock Units granted to Ms. Greenstreet.
- Confirm the departure dates and reasons for Jeffrey Raich and Richard Leaman from their respective committee roles.
- Check for any subsequent filings regarding changes to the Board composition or committee structures.