Houlihan Lokey (NYSE: HLI) holders approve pay, elect board and ratify KPMG

Rhea-AI Filing Summary

Houlihan Lokey, Inc. reported the results of its annual stockholder meeting held on September 17, 2025. Stockholders elected three Class I directors to serve until the 2028 annual meeting, with Scott L. Beiser receiving 190,098,660 votes for, Todd J. Carter receiving 190,572,180 votes for, and Paul A. Zuber receiving 184,094,657 votes for, alongside broker non-votes in each case.

Stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 201,286,055 votes for, 8,431,930 against, and 32,712 abstentions, plus 2,100,021 broker non-votes. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026, with 210,493,516 votes for, 1,332,861 against, and 24,341 abstentions.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

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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 17, 2025

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 5.07. Submission of Matters to a Vote of Security Holders

On September 17, 2025, Houlihan Lokey, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). 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 (the “Proxy”), which was filed with the U.S. Securities and Exchange Commission on July 25, 2025: (1) to elect three Class I directors to the Company’s board of directors, each to serve until the Company’s 2028 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; and (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. Following is the final tabulation of votes cast at the meeting:

Proposal 1: Election of Class I Directors

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Scott L. Beiser			190,098,660				19,652,037				2,100,021
Todd J. Carter			190,572,180				19,178,517				2,100,021
Paul A. Zuber			184,094,657				25,656,040				2,100,021

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

Votes For		Votes Against		Abstentions		Broker Non-Votes
201,286,055		8,431,930		32,712		2,100,021

Proposal 3: Ratification of Independent Registered Public Accounting Firm

Votes For		Votes Against		Abstentions		Broker Non-Votes
210,493,516		1,332,861		24,341		0

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 19, 2025				Houlihan Lokey, Inc.
				By:		/s/ Christopher M. Crain
						Name: Christopher M. Crain
						Position: General Counsel and Secretary

FAQ

What did Houlihan Lokey (HLI) stockholders vote on at the 2025 annual meeting?

Stockholders voted on three items: electing three Class I directors to serve until the 2028 annual meeting, approving on an advisory basis the compensation of named executive officers, and ratifying KPMG LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026.

Were the director nominees elected at Houlihan Lokey’s 2025 annual meeting?

Yes. All three Class I director nominees—Scott L. Beiser, Todd J. Carter, and Paul A. Zuber—were elected. Beiser received 190,098,660 votes for, Carter received 190,572,180 votes for, and Zuber received 184,094,657 votes for, each with additional votes withheld and broker non-votes reported.

How did Houlihan Lokey (HLI) stockholders vote on executive compensation in 2025?

Stockholders approved the non-binding advisory vote on executive compensation with 201,286,055 votes for, 8,431,930 votes against, 32,712 abstentions, and 2,100,021 broker non-votes.

Did Houlihan Lokey stockholders ratify KPMG as auditor for fiscal 2026?

Yes. Stockholders ratified KPMG LLP as Houlihan Lokey’s independent registered public accounting firm for the fiscal year ending March 31, 2026, with 210,493,516 votes for, 1,332,861 against, and 24,341 abstentions.

When was Houlihan Lokey’s 2025 annual stockholder meeting held?

The 2025 annual meeting of stockholders for Houlihan Lokey, Inc. was held on September 17, 2025.

Which stock exchange lists Houlihan Lokey (HLI) Class A common stock?

Houlihan Lokey’s Class A Common Stock, par value $0.001, trades on the New York Stock Exchange under the symbol HLI.