UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 19, 2017
Houlihan Lokey, Inc.
(Exact name of registrant as specified in its 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) | |||
Registrant’s telephone number, including area code (310) 788-5200
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 19, 2017, the board of directors of Houlihan Lokey, Inc. (the “Company”) approved an amendment (the “Amendment”) to the 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 by approximately 12.2 million shares. Under the Amendment, the aggregate number of shares of common stock that are available for issuance under awards granted pursuant to the Plan is equal to the sum of (i) 8,000,000 and (ii) any shares of our Class B common stock that are subject to awards under our Amended and Restated 2006 Incentive Compensation Plan that terminate, expire or lapse for any reason after October 19, 2017.
The number of shares available for issuance will be increased annually beginning on April 1, 2018 and ending 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 the final day of the immediately preceding fiscal year; and |
| • | 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 | Amendment to Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan | |
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment to Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan | |
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.
| HOULIHAN LOKEY, INC. | ||
| By: | /s/ Christopher M. Crain | |
| Name: | Christopher M. Crain | |
| Title: | General Counsel and Secretary | |
Date: October 20, 2017
Exhibit 10.1
AMENDMENT TO
AMENDED AND RESTATED HOULIHAN LOKEY, INC.
2016 INCENTIVE AWARD PLAN
This Amendment (“Amendment”) to the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Houlihan Lokey, Inc., a Delaware corporation (the “Company”), as of October 19, 2017. 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 4.3. The phrase “9,786,208” in Section 4.3 is hereby deleted and replaced with “8,000,000”.
2. Section 11.29. Section 11.29 of the Plan is hereby amended and restated in its entirety as follows:
“Overall Share Limit” means the sum of (i) 8,000,000 Shares, (ii) any Shares of Class B Common Stock which, as of October 19, 2017, are underlying awards outstanding under the 2006 Plan that, on or after such date, terminate, expire or lapse for any reason without the delivery of Shares to the holder thereof and (iii) an annual increase on the first day of each fiscal year beginning on April 1, 2018 and ending on (and including) 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 the last day of the immediately preceding fiscal year, 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.”
3. This Amendment shall be and is hereby incorporated in and forms a part of the Plan.
4. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of Houlihan Lokey, Inc. on October 19, 2017.
| Houlihan Lokey, Inc. | ||
| By: | /s/ Christopher M. Crain | |
| Christopher M. Crain | ||
| General Counsel and Secretary | ||
| Date: October 20, 2017 | ||