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  4. [8-K] HOULIHAN LOKEY, INC. Reports Material Event

Houlihan Lokey adds director, names new legal chief

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Rhea-AI Filing Summary

Houlihan Lokey, Inc. (HLI) reported outcomes from its September 16, 2026 annual meeting, including stockholder approval of the Second Amended and Restated 2016 Incentive Award Plan, which was previously adopted by the board and became effective as of that meeting. The plan governs equity and incentive compensation for eligible participants.

The board elected Thomas Reichert as an independent Class I director, effective October 1, 2026, with a term running to the 2028 annual meeting. He will join the Audit and Nominating and Corporate Governance Committees and received a $120,000 restricted stock award under the new plan, vesting over three years, with accelerated vesting upon death or disability.

The company announced a leadership transition in its top legal role: Christopher M. Crain retired as General Counsel and became Corporate Senior Advisor, while the board appointed Prabha Sipi Bhandari as Chief Legal Officer and Secretary, an executive officer role. Stockholders also re-elected three Class II directors and approved say-on-pay and auditor ratification, each by substantial majorities.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Restricted stock award to new director $120,000 Grant of restricted Class A shares to Thomas Reichert, vesting over three years
Votes for say-on-pay 193,851,865 votes Advisory approval of named executive officer compensation at 2026 annual meeting
Votes for auditor ratification 206,058,555 votes Ratification of KPMG LLP for fiscal year ending March 31, 2027
Votes for incentive award plan 161,991,591 votes Approval of Second Amended and Restated 2016 Incentive Award Plan
Votes for Irwin N. Gold 189,762,384 votes Election as Class II director at 2026 annual meeting
Votes for R. Scott Mund 202,409,608 votes Election as Class II director at 2026 annual meeting
Votes for Cyrus D. Walker 179,420,227 votes Election as Class II director at 2026 annual meeting
Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan financial
"stockholders approved the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan"
Broker Non-Votes regulatory
"Votes For ... Votes Against ... Abstentions ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-employee directors financial
"standard compensation received by non-employee directors under the Company’s Director Compensation Program"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity compensation plan did HLI stockholders approve at the 2026 annual meeting?
Stockholders approved the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan on September 16, 2026. The plan had been adopted by the board on July 22, 2026, subject to stockholder approval, and became effective as of the annual meeting date.

Who was elected to Houlihan Lokey’s board (HLI) and what is his term?
Thomas Reichert was elected as an independent Class I director, effective October 1, 2026. His term will expire at Houlihan Lokey’s 2028 annual meeting of stockholders and upon the election and qualification of his successor.

What compensation will Thomas Reichert receive as a new HLI director?
Thomas Reichert will receive the standard non-employee director compensation and was granted restricted shares valued at $120,000 under the Second Amended and Restated 2016 Incentive Award Plan. The award vests in substantially equal installments over three years, with full vesting on death or disability.

How did HLI stockholders vote on executive compensation in 2026?
Stockholders approved the advisory vote on executive compensation, with 193,851,865 votes for, 10,634,593 against, 16,202 abstentions, and 3,033,049 broker non-votes. This reflects support for the compensation of the company’s named executive officers as disclosed in the proxy materials.

Which audit firm did Houlihan Lokey (HLI) stockholders ratify for fiscal 2027?
Stockholders ratified KPMG LLP as Houlihan Lokey’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 206,058,555 votes for, 1,466,760 against, and 10,394 abstentions, and no broker non-votes reported on this proposal.

What were the vote results for HLI’s Second Amended and Restated 2016 Incentive Award Plan?
The incentive plan received 161,991,591 votes for, 42,486,557 against, 24,512 abstentions, and 3,033,049 broker non-votes. This approval allowed the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan to become effective on September 16, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001302215 0001302215 2026-09-16 2026-09-16
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 16, 2026

 

 

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in 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)

310-553-8871

Registrant’s telephone number, including area code:

N/A

(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 (see General Instruction A.2. below):

 

☐

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, par value $0.001   HLI   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.

Second Amended and Restated 2016 Incentive Award Plan

On September 16, 2026, Houlihan Lokey, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the “Second A&R Plan”), which the Company’s board of directors (the “Board”) had previously adopted on July 22, 2026, subject to stockholder approval. The Second A&R Plan became effective as of September 16, 2026, the date of the Annual Meeting.

The Second A&R Plan makes the following material amendments to the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the “Existing Plan”):

 

  •  

Changes the aggregate number of shares reserved for issuance to 12 million shares as of the effective date of the Second A&R Plan;

 

  •  

Reinstates the automatic annual increase of the number of shares reserved for issuance that expired in 2025, but decreases the size of the increase from 6% to 1% of the Company’s Class A Common Stock and Class B Common Stock outstanding on the last day of the immediately preceding fiscal year (on an as-converted basis);

 

  •  

Changes the aggregate number of shares which may be granted as incentive stock options to 12 million shares as of the effective date of the Second A&R Plan;

 

  •  

Removes the Existing Plan’s fixed expiration date so that the Second A&R Plan will remain in effect unless and until terminated by the plan administrator, subject to share availability;

 

  •  

Removes provisions intended to enable awards to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, due to changes in law pursuant to the Tax Cuts and Jobs Act of 2017 eliminating this concept, including the individual award limit; and

 

  •  

Amends the definition of eligible consultants to include any individual or entity that qualifies as a consultant under the Form S-8 rules.

The foregoing description of the Second A&R Plan is not complete and is subject to, and qualified in its entirety by, the terms of the Second A&R Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Election of Thomas Reichert to the Board of Directors

On September 16, 2026, the Board elected Thomas Reichert as an independent Class I director of the Company, effective as of October 1, 2026. Mr. Reichert’s term will expire at the Company’s 2028 annual meeting of stockholders and upon the election and qualification of his successor. Effective as of October 1, 2026, Mr. Reichert will also serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee of the Board.

Mr. Reichert brings to the Board over three decades of experience in the technology, business and sustainability consulting services industry. From February 2022 to April 2026, Mr. Reichert served as Global CEO of ERM, a professional services firm focused on energy transition and sustainability and a portfolio company of KKR, and thereafter transitioned to a Senior Advisor role. Mr. Reichert has served as a member of the board of directors of Insight Enterprises, Inc., a technology company, since August 2024, where he serves on its Audit Committee and its Nominating and Governance Committee. From 1995 to January 2022, Mr. Reichert held a number of leadership positions at Boston Consulting Group, including CEO of Global Practices and Global Digital Leader from 2017 to January 2022. Mr. Reichert earned an undergraduate degree from the University of Bayreuth, an M.B.A. from Indiana University and a Ph.D. in Economics from the University of Bayreuth.

There are no arrangements or understandings between Mr. Reichert and any other person pursuant to which Mr. Reichert was selected as our director. There are no transactions in which Mr. Reichert has a material interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Reichert has entered into the Company’s standard form of indemnification agreement for directors.

 

Mr. Reichert will receive the standard compensation received by non-employee directors under the Company’s Director Compensation Program (the “Compensation Program”). As part of the Compensation Program, effective as of the effective date of his election to the Board, the Board granted Mr. Reichert an award of restricted shares of Class A common stock under the Second A&R Plan. The award has a value equal to $120,000, and will vest in substantially equal installments on the first, second and third anniversaries of the effective date of his election, subject to his continuing service through the applicable vesting date, and will vest in full upon a termination of his service due to his death or disability.

Retirement of Named Executive Officer and Appointment of Chief Legal Officer

On September 16, 2026, Christopher M. Crain retired as General Counsel of the Company and was appointed to serve as Corporate Senior Advisor. In connection with his retirement as General Counsel, Mr. Crain ceased to be an executive officer of the Company. Also on September 16, 2026, the Board appointed Prabha Sipi Bhandari as Chief Legal Officer and Secretary of the Company, and, in the capacity of Chief Legal Officer, Ms. Bhandari serves as an executive officer of the Company.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders voted on the following proposals, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on July 24, 2026 (the “Proxy”), as supplemented by the Supplement to the Proxy filed with the U.S. Securities and Exchange Commission on September 8, 2026 (the “Proxy Supplement” and, together with the Proxy, the “Proxy Materials”): (1) to elect Class II directors to the Company’s board of directors, each to serve until the Company’s 2029 annual meeting of stockholders, and until a successor has been duly elected and qualified; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Materials; (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027; and (4) to approve the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan. Following is the final tabulation of votes cast at the meeting:

Proposal 1: Election of Class II Directors

 

Nominee    Votes For      Votes Withheld      Broker Non-Votes  

Irwin N. Gold

      189,762,384        14,740,276        3,033,049  

R. Scott Mund

      202,409,608        2,093,052        3,033,049  

Cyrus D. Walker

      179,420,227        25,082,433        3,033,049  

Proposal 2: Approval of Non-Binding, Advisory Vote on Executive Compensation

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
193,851,865    10,634,593    16,202    3,033,049

Proposal 3: Ratification of Independent Registered Public Accounting Firm

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
206,058,555    1,466,760    10,394    0

Proposal 4: Approval of the Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan

 

Votes For    Votes Against    Abstentions    Broker Non-Votes
161,991,591    42,486,557    24,512    3,033,049

 

Item 7.01. Regulation FD Disclosure.

On September 22, 2026, the Company issued a press release announcing the appointment of Ms. Bhandari as Chief Legal Officer and Secretary of the Company and the transition of Mr. Crain from General Counsel to Corporate Senior Advisor, each as described in Item 5.02 above.

The press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
10.1    Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan.
99.1    Press Release dated September 22, 2026
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.

 

Date: September 22, 2026     Houlihan Lokey, Inc.
    By:  

/s/ Prabha Sipi Bhandari

      Name: Prabha Sipi Bhandari
      Position: Chief Legal Officer and Secretary

Exhibit 99.1

Houlihan Lokey Appoints Prabha Sipi Bhandari as Chief Legal Officer

NEW YORK — September 22, 2026 — Houlihan Lokey, Inc. (NYSE:HLI), the global investment bank, announced today the appointment of Prabha Sipi Bhandari as Chief Legal Officer, with responsibility for overseeing all legal and compliance activities globally, and she will serve as corporate secretary to the firm’s board of directors. In that capacity, she will serve as an Executive Officer of the firm. Ms. Bhandari succeeds Christopher Crain, who has served as Houlihan Lokey’s General Counsel since 2004.

“We are delighted to welcome Sipi to Houlihan Lokey,” said Scott Adelson, CEO of Houlihan Lokey. “She is a seasoned executive who brings deep experience in M&A, corporate governance, and legal and regulatory matters at a number of world-class financial institutions and public companies, making her the ideal choice to lead our legal and compliance functions as we continue to grow our business globally.”

Ms. Bhandari joins Houlihan Lokey from Paychex, where she served as Chief Legal Officer, Chief Ethics Officer, and Secretary. In that role, she was a member of the Executive Committee and advised the company and its board of directors on a wide range of legal and strategic matters. Prior to Paychex, Ms. Bhandari held senior legal positions at American International Group (AIG), Freddie Mac, and Viacom. She also spent 13 years at Deutsche Bank, serving as Managing Director, General Counsel for Deutsche Bank Securities Inc., and Global Head of Mergers & Acquisitions – Legal.

Earlier in her career, she was a Corporate Associate at Davis Polk & Wardwell. She began her legal career as a Law Clerk for the Honorable John M. Duhé Jr. of the Fifth Circuit U.S. Court of Appeals.

“I have long admired Houlihan Lokey’s collaborative culture and exceptional market reputation, which is grounded in client dedication, integrity, and intellectual rigor,” said Ms. Bhandari. “I am thrilled to join the firm at such an exciting point in its growth. I look forward to working closely with the leadership team and our talented banking, legal, and compliance professionals worldwide to support our strategic priorities and navigate an increasingly complex global landscape.”

Mr. Crain will move to the role of Corporate Senior Advisor, assisting with the leadership transition of the firm’s Legal and Compliance department to Ms. Bhandari and then advising the firm’s senior management on a range of non-legal matters.

“I want to extend our deepest gratitude to Christopher for his outstanding commitment and more than two decades of service to the firm,” added Mr. Adelson. “His leadership and counsel have been invaluable, and we are very pleased that he will continue to contribute his expertise as a senior advisor.”

Ms. Bhandari earned her B.S. from Cornell University and J.D. from the New York University School of Law, where she served as an editor on the NYU Law Review. She is a member of the board of trustees of the Brooklyn Children’s Museum and the Private Sector Steering Committee of the South Asian Bar Association of New York.

About Houlihan Lokey

Houlihan Lokey, Inc. (NYSE:HLI) is a leading global investment bank recognized for delivering independent strategic and financial advice to corporations, financial sponsors, and governments. With uniquely deep industry expertise, broad international reach, and a partnership approach rooted in trust, the firm provides innovative, integrated solutions across mergers and acquisitions, capital solutions, financial restructuring, and financial and valuation advisory. Our unmatched transaction volumes provide differentiated, data-driven perspectives that help our clients achieve their most critical goals. To learn more about Houlihan Lokey, please visit HL.com.

Contacts

Investor Relations

+1 212.331.8225

IR@HL.com

Media Relations

+1 917.331.1580

PR@HL.com

PR@HL.com

Source: View Original Filing on SEC EDGAR

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