UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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):
July 25, 2018
GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)
Commission File Number:001-32147
| | |
| Delaware | | 51-0500737 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer
Identification No.) |
300 Park Avenue New York, New York | | 10022 |
| (Address of principal executive offices) | | (ZIP Code) |
Registrant’s telephone number, including area code: (212)389-1500
Former name or former address, if changed since last report: NOT APPLICABLE
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) orRule 12b-2 under the Exchange Act (17 CFR240.12b-2).
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. ☐
Section 5. Corporate Governance and Management.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| | (a) | Greenhill & Co., Inc. (“Greenhill”) held its annual meeting of stockholders on July 25, 2018. |
| | (b) | At the annual meeting, Greenhill’s stockholders voted on (1) the election of directors, (2) an advisory vote to approve Greenhill’s named executive officer compensation, (3) a stockholder proposal to amend Greenhill’s bylaws to allow holders of 10% of Greenhill’s common stock to call a special meeting and (4) the ratification of the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2018. |
The votes cast by the holders of Greenhill’s common stock on each of the foregoing proposals were as follows:
Proposal 1 – Election of directors.
Greenhill’s stockholders elected the following seven directors to each serve aone-year term. The final tabulation of votes with respect to each nominee for office was as follows:
| | | | | | |
Nominee | | For | | Withheld | | BrokerNon-Votes |
| | | |
Robert F. Greenhill | | 17,610,253 | | 393,047 | | 4,339,049 |
Scott L. Bok | | 17,619,134 | | 384,166 | | 4,339,049 |
Steven F. Goldstone | | 17,585,046 | | 418,254 | | 4,339,049 |
Stephen L. Key | | 17,589,229 | | 414,071 | | 4,339,049 |
John D. Liu | | 17,732,398 | | 270,902 | | 4,339,049 |
Karen P. Robards | | 17,748,473 | | 254,827 | | 4,339,049 |
Meryl D. Hartzband | | 17,871,295 | | 132,005 | | 4,339,049 |
Proposal 2 — Advisory vote to approve Greenhill’s named executive officer compensation.
Greenhill’s stockholders approved thenon-binding, advisory vote on named executive officer compensation(“say-on-pay”) based upon the following final tabulation of votes:
| | | | | | |
For | | Against | | Abstain | | BrokerNon-Votes |
| 16,210,472 | | 1,423,003 | | 369,825 | | 4,339,049 |
Proposal 3 — Stockholder Proposal—amendment of bylaws to allow holders of 10% of Greenhill’s common stock to call a special meeting.
Greenhill’s stockholders voted against the Stockholder Proposal to amend Greenhill’s bylaws to allow holders of 10% of Greenhill’s common stock to call a special meeting based upon the following final tabulation of votes:
| | | | | | |
For | | Against | | Abstain | | BrokerNon-Votes |
| 4,519,924 | | 13,029,039 | | 454,337 | | 4,339,049 |
Proposal 4 — Ratification of the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2018.
Greenhill’s stockholders ratified the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2018 based upon the following final tabulation of votes:
| | | | | | |
For | | Against | | Abstain | | BrokerNon-Votes |
22,016,041 | | 320,424 | | 5,884 | | N/A |
SIGNATURES
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.
| | | | | | |
| | | | Greenhill & Co., Inc. |
| | | |
| Date: July 25, 2018 | | | | By: | | /s/ Ricardo Lima |
| | | | | | Name: Ricardo Lima |
| | | | | | Title: Secretary |
