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): December 15, 2022

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 4th Floor
New York, New York	10022
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 883-3800

(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:

☐ 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	MC	The 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 (§ 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.

Item 7.01 Regulation FD Disclosure

(d)    On December 15, 2022, the Board of Directors elected Laila Worrell as a director of the Company and a member of the Board’s audit committee. Ms. Worrell will begin her term on January 1, 2023. The Board has determined that Ms. Worrell is “independent” as that term is defined under the NYSE listing rules for purposes of serving on the Board and committees and that she 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.

As a non-employee director of the Company, Ms. Worrell will be eligible to receive annual compensation of $150,000 (comprised of $85,000 in either cash or shares of Class A common stock or a combination of both at her option, and $65,000 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, 2024). The Company also reimburses non-employee directors for expenses incurred in connection with attending Board and committee meetings. In addition, Ms. Worrell 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.

On December 15, 2022, the Company issued a press release announcing the election of Ms. Worrell to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c)    Exhibits

Exhibit Number	Description
99.1	Press release of Moelis & Company dated December 15, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 15, 2022

EX-99.1

Exhibit 99.1

Moelis & Company Appoints Laila J. Worrell to its Board of Directors

Adding the Fourth Independent Member to its Board

New York, December 15, 2022 – Moelis & Company (NYSE: MC), a leading global independent investment bank, today announced the appointment of Laila J. Worrell to its Board of Directors, effective January 1, 2023.

Ms. Worrell has served as CEO of Altran Americas, now known as Capgemini Engineering, and previously as COO and CEO of KKR-owned Aricent. She has been an operating executive and senior advisor to some of the largest private equity investors in the world. Most recently, she was appointed an Executive Fellow at Harvard Business School and leads HBR Global as CEO. Previously, she spent nearly 20 years in management consulting, holding numerous leadership roles at Accenture and Boston Consulting Group.

Ken Moelis, Chairman and CEO of Moelis & Company, said, “We are delighted to welcome Laila to our Board of Directors. Her experience leading global and collaborative teams is a natural fit for Moelis & Company, and her expertise across technology, media, and business services adds additional depth to our Board.”

Ms. Worrell is the fourth independent director to be appointed to Moelis & Company’s Board. She will serve alongside existing independent directors John Allison, Yolonda Richardson and Kenneth Shropshire.

Ms. Worrell has longstanding board and advisory involvement with organizations including the American Museum of Natural History, the Harvard Business School Club of New York, and previously the Corporate Leadership Council for Lincoln Center for the Performing Arts. She has been active in the Partnership for New York City and was elected a David Rockefeller Fellow. Ms. Worrell holds an MBA from Harvard University and a BA from the University of Texas at Austin.

-ends-

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, capital markets transactions, and other corporate finance matters. The Firm serves its clients from 21 geographic locations in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com or follow us on Twitter @Moelis.

Media Contact:

Alyssa Castelli

Moelis & Company

t: + 1 212 883 3802

m: +1 646 341 0048

alyssa.castelli@moelis.com

Investor Contact:

Investor Relations

Moelis & Company

t: + 1 212 883 3800

investor.relations@moelis.com

XML

Document and Entity Information	Dec. 15, 2022
Cover [Abstract]
Entity Registrant Name	Moelis & Co
Entity Address, State or Province	NY
Amendment Flag	false
Entity Central Index Key	0001596967
Document Type	8-K
Document Period End Date	Dec. 15, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-36418
Entity Tax Identification Number	46-4500216
Entity Address, Address Line One	399 Park Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	883-3800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock
Trading Symbol	MC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false