UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 12, 2017
MOELIS & COMPANY
(Exact name of registrant as specified in its charter)
Delaware | | 001-36418 | | 46-4500216 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
399 Park Avenue, 5th Floor | | |
New York, New York | | 10022 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (212) 883-3800
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x
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. o
Item 7.01 Regulation FD Disclosure.
On June 12, 2017, Moelis & Company issued a press release announcing the declaration of a special dividend of $1.00 per share payable on July 6, 2017 to common stockholders of record on June 22, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
As required under Section 5 of the Company’s 2014 Omnibus Incentive Plan, the Compensation Committee of the Company’s Board of Directors equitably reduced the exercise price of the Company’s outstanding options to purchase common stock by $1.00 from $21.95 per share to $20.95 per share. Such options are held by certain current and former employees of the Company, including officers and directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number | | Description |
99.1 | | Press release of Moelis & Company dated June 12, 2017 |
2
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.
| MOELIS & COMPANY |
| |
| |
| By: | /s/ Osamu Watanabe |
| | Name: Osamu Watanabe |
| | Title: General Counsel and Secretary |
Date: June 12, 2017
3
EXHIBIT INDEX
Exhibit
Number | | Description |
99.1 | | Press release of Moelis & Company dated June 12, 2017. |
4
