Document

DEF 14A 1 hli2021-def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

Houlihan Lokey, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Date Filed:

August 6, 2021

Dear Stockholder,

We cordially invite you to attend our 2021 Annual Meeting of Stockholders, to be held on Tuesday, September 21, 2021, at 8:00 a.m. (Pacific Time), at our headquarters located at 10250 Constellation Blvd., 5th Floor, Los Angeles, CA 90067.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting.

Sincerely,

Scott L. Beiser

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Meeting Date:						Tuesday, September 21, 2021
Time:						8:00 a.m. (Pacific Time)
Place:						Houlihan Lokey, Inc. 10250 Constellation Blvd., 5th Floor Los Angeles, CA 90067

We are holding our 2021 annual meeting of stockholders for the following purposes, which are described in more detail in the proxy statement:

1.to elect four Class III directors to our board of directors;

2.to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

3.to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022; and

4.to transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on July 30, 2021 will be entitled to notice of, and to vote at the annual meeting.

As permitted by the rules of the Securities and Exchange Commission, we are sending our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) rather than a paper set of the proxy materials. The Notice includes instructions on how to access our proxy materials over the internet, as well as how to request the materials in paper form.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting. The Notice includes instructions on how to vote, including by internet or telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization, please follow their instructions.


By order of the board of directors,

Christopher Crain
General Counsel and Secretary
August 6, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON SEPTEMBER 21, 2021.

The Company’s Proxy Statement and 2021 Annual Report on Form 10-K

are also available at www.proxyvote.com.


			Page
GENERAL INFORMATION			1
PROPOSAL 1: ELECTION OF DIRECTORS			5
CORPORATE GOVERNANCE			6
DIRECTOR COMPENSATION			15
EXECUTIVE COMPENSATION			16
COMPENSATION COMMITTEE REPORT			22
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			26

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			28
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			30
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITOR			31
AUDIT COMMITTEE REPORT			32
ADDITIONAL INFORMATION			33
PROXY CARD			34
NOTICE			36


Fiscal 2021 Outside Director Compensation
Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	Total ($)
Robert A. Schriesheim	62,500	117,500	180,000
Jacqueline B. Kosecoff	62,500	87,500	150,000
Paul A. Zuber	62,500	87,500	150,000
Gillian B. Zucker	62,500	87,500	150,000
Ekpedeme M. Bassey (3)	21,575	148,425	170,000
Cyrus D. Walker (3)	21,575	148,425	170,000


Named Executive Officer	Salary Paid During FY21 ($)	FY21 Incentive Paid in Cash ($)	FY21 Incentive Paid in Shares ($)	FY21 Total Compensation ($)
Scott Beiser	500,000	5,062,000	1,338,000	6,900,000
Lindsey Alley	400,000	1,292,000	208,000	1,900,000
Irwin Gold	500,000	5,999,500	1,650,500	8,150,000
Scott Adelson	500,000	9,562,000	2,838,000	12,900,000
David Preiser	500,000	2,812,000	588,000	3,900,000


What We Do			What We Don’t Do
Align pay with Company performance			No guaranteed incentive compensation
Encourage significant ownership of Company stock by executives			No tax gross-ups or reimbursements
Prohibit hedging of Company stock			No excessive perquisites
Consider performance on strategic initiatives that can impact the Company’s prospects when making individual compensation decisions			No severance or change-in-control payments
Engage an independent compensation consultant to provide market information and discuss NEO compensation with the Committee


Named Executive Officer	Aggregate FY2021 Bonus Program Award ($)	Cash Portion of FY2021 Bonus Program Award ($)	Equity Portion of FY2021 Bonus Program Award ($)
Scott Beiser	6,400,000	5,062,000	1,338,000
Lindsey Alley	1,500,000	1,292,000	208,000
Irwin Gold	7,650,000	5,999,500	1,650,500
Scott Adelson	12,400,000	9,562,000	2,838,000
David Preiser	3,400,000	2,812,000	588,000


Named Executive Officer	Stock Awards Granted in Fiscal 2021 (#)	Grant-Date Fair Value of Stock Awards Granted in Fiscal 2021 ($)
Scott Beiser	13,897	842,164
Lindsey Alley	2,653	160,830
Irwin Gold	8,389	508,414
Scott Adelson	18,412	1,115,776
David Preiser	7,216	437,331


Name and Principal Position	Year	Salary ($)	Bonus (1) ($)	Non-Equity Incentive Compensation (2) ($)	All Other Compensation ($)	Total ($)
Scott L. Beiser	2021	500,000	—	6,400,000	—	6,900,000
Chief Executive Officer	2020	500,000	142,812	3,919,650	—	4,562,462
	2019	400,000	142,812	4,116,655	—	4,659,467
J. Lindsey Alley	2021	400,000	—	1,500,000	—	1,900,000
Chief Financial Officer	2020	400,000	33,323	902,898	—	1,336,221
	2019	375,000	33,323	977,220	—	1,385,543
Irwin N. Gold	2021	500,000	—	7,650,000	—	8,150,000
Executive Chairman	2020	500,000	142,812	2,709,650	—	3,352,462
	2019	400,000	142,812	2,906,655	—	3,449,467
Scott J. Adelson	2021	500,000	—	12,400,000	—	12,900,000
Co‑President and Global Co‑Head of Corporate Finance	2020	500,000	595,033	6,528,277	—	7,623,310
	2019	400,000	595,033	9,211,104	—	10,206,137
David A. Preiser	2021	500,000	—	3,400,000	—	3,900,000
Co-President	2020	500,000	142,812	2,406,150	—	3,048,962
	2019	400,000	142,812	2,603,115	—	3,145,927


Name	Grant Date	Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)			All Other Stock Awards: Number of Shares of Stock (#) (2)	Grant Date Fair Value of Stock Awards ($)
		Threshold (#)	Target (#)	Maximum (#)
Scott L. Beiser	May 28, 2020	—	—	—	13,897	842,164

J. Lindsey Alley	May 28, 2020	—	—	—	2,653	160,830

Irwin N. Gold	May 28, 2020	—	—	—	8,389	508,414

Scott J. Adelson	May 28, 2020	—	—	—	18,412	1,115,776

David A. Preiser	May 28, 2020	—	—	—	7,216	437,331


Name	Grant Date	Stock Awards
		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested (1) ($)
Scott L. Beiser	May 15, 2017	5,865 (2)	390,081
	May 15, 2019	14,170 (3)	942,447
	May 28, 2020	13,897 (4)	924,289
J. Lindsey Alley	May 15, 2017	1,017 (2)	67,641
	May 15, 2019	2,733 (3)	181,772
	May 28, 2020	2,653 (4)	176,451
Irwin N. Gold	May 15, 2017	4,071 (2)	270,762
	May 15, 2019	8,869 (3)	589,877
	May 28, 2020	8,389 (4)	557,952
Scott J. Adelson	May 15, 2017	8,905 (2)	592,272
	May 15, 2019	36,384 (3)	2,419,900
	May 28, 2020	18,412 (4)	1,224,582
David A. Preiser	May 15, 2017	3,620 (2)	240,766
	May 15, 2019	7,581 (3)	504,212
	May 28, 2020	7,216 (4)	479,936


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Scott L. Beiser	30,974	1,897,274
J. Lindsey Alley	6,395	391,069
Irwin N. Gold	22,785	1,389,310
Scott J. Adelson	67,781	4,104,277
David A. Preiser	21,481	1,308,423


	Class A		Class B		% Total Voting Power***
Name of Beneficial Owner	Shares	Percentage**	Shares	Percentage**
5% Stockholders
HL Voting Trust (1)	—	—	17,752,160	100.0%	77.8%
The Vanguard Group, Inc. (2)	4,735,182	6.9%	—	—	2.1%
BlackRock Fund Advisors (3)	4,071,273	6.0%	—	—	1.8%



Named Executive Officers, Directors and Director Nominees
Scott L. Beiser (4)	—	—	17,752,160	100.0%	77.8%
Irwin N. Gold (5)	—	—	17,752,160	100.0%	77.8%
Scott J. Adelson (6)	—	—	853,292	3.9%	3.7%
J. Lindsey Alley (7)	—	—	87,496	*	*
David A. Preiser	—	—	529,630	2.5%	2.3%



Robert A. Schriesheim	27,698	*	—	—	*
Jacqueline B. Kosecoff	11,937	*	—	—	*
Paul A. Zuber	4,634	*	—	—	*
Gillian B. Zucker	2,871	*	—	—	*
Cyrus Walker	2,248	*	—	—	*
Ekpedeme Bassey	2,248	*	—	—	*
All directors and executive officers as a group (12 persons)	51,636	*	17,752,160	100.0%	77.8%


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#)
Equity compensation plans approved by security holders (1)	304,267 (2)	—	23,465,252 (3)
Equity compensation plans not approved by security holders	—	—	—
Total	304,267	—	23,465,252


	2021	2020
Audit fees (1)	$2,539,715	$2,545,800
Audit-related fees (2)	583,631	536,500
Tax fees (3)	326,450	296,803
All other fees	—	—
Total	$3,449,796	$3,379,103


Audit Committee

Robert A. Schriesheim, Chairman
Dr. Jacqueline B. Kosecoff
Paul A. Zuber
Gillian B. Zucker

SEC Form DEF 14A filed by Houlihan Lokey, Inc.