8-K

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 25, 2015

MOELIS & COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-36418	46-4500216
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

399 Park Avenue, 5th Floor
New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 883-3800

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:

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)On October 25, 2015, the Board of Directors (the “Board”) of Moelis & Company (the “Company”) elected John A. Allison IV as a director of the Company and a member of the Board’s audit and compensation committees.  Mr. Allison’s term will begin on November 4, 2015.   The Board has determined that Mr. Allison is “independent” as that term is defined under the NYSE listing rules for purposes of serving on the Board and committees and that he also satisfies the independence criteria set forth in Rule 10A-3 of the Securities Exchange Act, as amended, for purposes of serving as an independent director on the audit committee.  The Board has also determined that Mr. Allison is a “financial expert” as that term is defined under Item 407 of Regulation S-K.

With the addition of Mr. Allison to the audit committee, the Company will have three independent directors on its audit committee and one member has accounting or related financial management expertise, as the Board interprets such qualifications in its business judgment, in compliance with Section 303A.07(a) of the New York Stock Exchange corporate governance standards.

As a non-employee director of the Company, Mr. Allison will be eligible to receive annual compensation of $110,000 (comprised of $70,000 in either cash or shares of Class A common stock or a combination of both at his option, and $40,000 in the form of Restricted Stock Units which vest upon grant and are settled following the second anniversary of grant (except for the initial grant which will be settled no later than 60 days from July 1, 2017).  Additionally, as an audit committee member, he will be eligible to receive compensation of $10,000 annually.  The Company also reimburses non-employee directors for expenses incurred in connection with attending Board and committee meetings.  In addition, Mr. Allison and the Company have entered into an indemnification agreement substantially in the form attached as Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333- 200035) filed by the Company with the Securities and Exchange Commission on November 10, 2014.

Item 7.01Regulation FD Disclosure.

On October 26, 2015, the Company issued a press release announcing the election of Mr. Allison to the Board.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Press release of Moelis & Company dated October 26, 2015.

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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.

MOELIS & COMPANY
By:	/s/ Osamu Watanabe
	Name: Osamu Watanabe
	Title: General Counsel and Secretary

Date: October 26, 2015

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Moelis & Company dated October 26, 2015.

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EX-99.1

Exhibit 99.1

John A. Allison Appointed as an Independent Member of the Moelis & Company Board of Directors

New York, October 26, 2015: Moelis & Company (NYSE: MC), a leading global independent investment bank, today announced the appointment of John A. Allison, as an independent member of the Board of Directors.

Mr. Allison currently serves as Chairman of the Executive Advisory Council of the Cato Institute’s Center for Monetary and Financial Alternatives, and as a member of the Cato Institute’s Board of Directors. He was President and CEO of the Cato Institute from October 2012 to April 2015. Prior to joining Cato, Mr. Allison was Chairman and CEO of BB&T Corporation, one of the largest financial services holding companies by assets, headquartered in the United States. During Mr. Allison’s tenure as CEO from 1989 to 2008, BB&T grew from $4.5 billion to $152 billion in assets.

“John has an impressive track record as a leader in the financial services industry,” said Ken Moelis, Chairman and CEO of Moelis & Company. “We are delighted to have him on our Board of Directors. Through his experience growing BB&T and now as a Chairman at the Cato Institute, John will undoubtedly bring a unique perspective to our Board, our Firm, and our clients.”

Mr. Allison will become the third independent director on the Moelis & Company Board of Directors. He will also serve as a member of the Firm’s Audit Committee and Compensation Committee. Mr. Allison will begin serving on the Board on November 4, 2015.

In addition to his time at BB&T and the Cato Institute, Mr. Allison also served as a Distinguished Professor of Practice on the faculty of the Wake Forest University School of Business from 2009 to 2012. He has received the Corning Award for Distinguished Leadership, been inducted into the North Carolina Business Hall of Fame, received the Lifetime Achievement Award from the American Banker, and was recognized by the Harvard Business Review as one of the top 100 most successful CEOs in the world over the last decade.

Mr. Allison is a Phi Beta Kappa graduate of the University of North Carolina—Chapel Hill. He received his master’s degree in management from Duke University, and is also a graduate of the Stonier Graduate School of Banking.

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About Moelis & Company

Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments and financial sponsors.  The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors.  Moelis & Company’s experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings and other corporate finance matters.  The Firm serves its clients with over 650 employees based in 17 offices in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com.

Media Contact:

Andrea Hurst

Moelis & Company

T: + 1 212 883 3666

M: + 1 347 583 9705

andrea.hurst@moelis.com

Investor Contact:

Michele Miyakawa

Moelis & Company

T: + 1 310 443 2344

michele.miyakawa@moelis.com