Document

DEF 14A 1 hli2022-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.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

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.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

August 5, 2022

Dear Stockholder,

We cordially invite you to attend our 2022 Annual Meeting of Stockholders, to be held on Wednesday, September 21, 2022, 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:						Wednesday, September 21, 2022
Time:						8:00 a.m. (Pacific Time)
Place:						Houlihan Lokey, Inc. 10250 Constellation Blvd., 5th Floor Los Angeles, CA 90067

We are holding our 2022 annual meeting of stockholders for the following purposes, which are described in more detail in the proxy statement:

1.to elect four Class I 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, 2023; 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 26, 2022 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 5, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON SEPTEMBER 21, 2022.

The Company’s Proxy Statement and 2022 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			17
EXECUTIVE COMPENSATION			19
COMPENSATION COMMITTEE REPORT			25
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			29

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			31
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			33
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITOR			34
AUDIT COMMITTEE REPORT			35
ADDITIONAL INFORMATION			36
PROXY CARD			37
NOTICE			39


Fiscal 2022 Outside Director Compensation
Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	Total ($)
Robert A. Schriesheim	62,500	118,289	180,789
Jacqueline B. Kosecoff	62,500	88,072	150,572
Paul A. Zuber	62,500	88,072	150,572
Gillian B. Zucker	62,500	88,072	150,572
Ekpedeme M. Bassey	62,500	48,716	111,216
Cyrus D. Walker	62,500	48,716	111,216


Named Executive Officer	Salary Paid During FY22 ($)	FY22 Incentive Paid in Cash ($)	FY22 Incentive Paid in Shares ($)	FY22 Total Compensation ($)
Scott Beiser	500,000	8,373,750	1,776,250	10,650,000
Lindsey Alley	400,000	2,374,500	675,500	3,450,000
Irwin Gold	500,000	5,486,250	1,163,750	7,150,000
Scott Adelson	500,000	20,130,000	4,270,000	24,900,000
David Preiser	500,000	3,836,250	813,750	5,150,000


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 FY2022 Bonus Program Award ($)	Cash Portion of FY2022 Bonus Program Award ($)	Equity Portion of FY2022 Bonus Program Award ($)
Scott Beiser	10,150,000	8,373,750	1,776,250
Lindsey Alley	3,050,000	2,374,500	675,500
Irwin Gold	6,650,000	5,486,250	1,163,750
Scott Adelson	24,400,000	20,130,000	4,270,000
David Preiser	4,650,000	3,836,250	813,750


Named Executive Officer	Stock Awards Granted in Fiscal 2022 (#)	Grant-Date Fair Value of Stock Awards Granted in Fiscal 2022 ($)
Scott Beiser	18,281	1,338,800
Lindsey Alley	3,866	283,000
Irwin Gold	22,551	1,650,500
Scott Adelson	38,777	2,838,000
David Preiser	8,034	588,000


Name and Principal Position	Year	Salary ($)	Bonus (1) ($)	Non-Equity Incentive Compensation (2) ($)	Total ($)
Scott L. Beiser	2022	500,000	—	10,150,000	10,650,000
Chief Executive Officer	2021	500,000	—	6,400,000	6,900,000
	2020	500,000	142,812	3,919,650	4,562,462
J. Lindsey Alley	2022	400,000	—	3,050,000	3,450,000
Chief Financial Officer	2021	400,000	—	1,500,000	1,900,000
	2020	400,000	33,323	902,898	1,336,221
Irwin N. Gold	2022	500,000	—	6,650,000	7,150,000
Executive Chairman	2021	500,000	—	7,650,000	8,150,000
	2020	500,000	142,812	2,709,650	3,352,462
Scott J. Adelson	2022	500,000	—	24,400,000	24,900,000
Co‑President and Global Co‑Head of Corporate Finance	2021	500,000	—	12,400,000	12,900,000
	2020	500,000	595,033	6,528,277	7,623,310
David A. Preiser	2022	500,000	—	4,650,000	5,150,000
Co-President	2021	500,000	—	3,400,000	3,900,000
	2020	500,000	142,812	2,406,150	3,048,962


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 26, 2021	—	—	—	18,281	1,338,800

J. Lindsey Alley	May 26, 2021	—	—	—	3,866	283,000

Irwin N. Gold	May 26, 2021	—	—	—	22,551	1,650,500

Scott J. Adelson	May 26, 2021	—	—	—	38,777	2,838,000

David A. Preiser	May 26, 2021	—	—	—	8,034	588,000


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, 2019	9,447 (2)	829,447
	May 28, 2020	10,423 (3)	915,139
	May 26, 2021	18,281 (4)	1,605,072
J. Lindsey Alley	May 15, 2019	1,822 (2)	159,972
	May 28, 2020	1,990 (3)	174,722
	May 26, 2021	2,842 (4)	249,528
Irwin N. Gold	May 15, 2019	5,913 (2)	519,161
	May 28, 2020	6,292 (3)	552,438
	May 26, 2021	22,551 (4)	1,979,978
Scott J. Adelson	May 15, 2019	24,256 (2)	2,129,677
	May 28, 2020	13,809 (3)	1,212,430
	May 26, 2021	38,777 (4)	3,404,621
David A. Preiser	May 15, 2019	5,054 (2)	443,741
	May 28, 2020	5,412 (3)	475,174
	May 26, 2021	8,034 (4)	705,385


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Scott L. Beiser	14,062	1,040,588
J. Lindsey Alley	3,615	267,510
Irwin N. Gold	9,124	675,176
Scott J. Adelson	25,636	1,897,064
David A. Preiser	7,951	588,374


	Class A		Class B		% Total Voting Power***
Name of Beneficial Owner	Shares	Percentage**	Shares	Percentage**
5% Stockholders
HL Voting Trust (1)	—	—	19,135,484	100.0%	79.4%
The Vanguard Group, Inc. (2)	5,132,876	10.3%	—	—	2.1%
BlackRock Fund Advisors (3)	3,894,591	7.8%	—	—	1.6%
EARNEST Partners, LLC (4)	3,573,806	7.2%	—	—	1.5%
Kayne Anderson Rudnick Investment Management, LLC (5)	2,902,262	5.8%			1.2%

Named Executive Officers, Directors and Director Nominees
Scott L. Beiser (6)	—	—	19,135,484	100.0%	79.4%
Irwin N. Gold (7)	—	—	19,135,484	100.0%	79.4%
Scott J. Adelson (8)	—	—	890,690	4.1%	3.3%
J. Lindsey Alley (9)	—	—	84,350	*	*
David A. Preiser	—	—	536,016	2.7%	2.1%



Todd J. Carter	—	—	101,636	*	*
Robert A. Schriesheim	29,678	*	—	—	*
Jacqueline B. Kosecoff	13,001	*	—	—	*
Paul A. Zuber	3,893	*	—	—	*
Gillian B. Zucker	5,130	*	—	—	*
Cyrus Walker	3,312	*	—	—	*
Ekpedeme Bassey	3,312	*	—	—	*
All directors and executive officers as a group (13 persons)	58,326	*	19,135,484	100.0%	79.4%


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)	1,206,470 (2)	—	24,556,296 (3)
Equity compensation plans not approved by security holders	—	—	—
Total	1,206,470	—	24,556,296


	2022	2021
Audit fees (1)	$2,716,927	$2,539,715
Audit-related fees (2)	1,967,340	583,631
Tax fees (3)	629,454	326,450
All other fees	—	—
Total	$5,313,721	$3,449,796


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.