| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 7.01 | Regulation FD Disclosure |
(a) On December 14, 2018, Dr. Yvonne Greenstreet provided notice of her resignation to the Board of Directors of Moelis & Company (the “Company”) effective December 31, 2018. Dr. Greenstreet’s decision to resign from the Board was not due to any disagreement with the Company’s management or the Board.
(b) On December 18, 2018, the Board of Directors elected Yolonda C. Richardson as a director of the Company and a member of the Board’s audit and compensation committees. Ms. Richardson will begin her term on January 1, 2019. The Board has determined that Ms. Richardson is “independent” as that term is defined under the NYSE listing rules for purposes of serving on the Board and committees and that she also satisfies the independence criteria set forth in Rule10A-3 of the Securities Exchange Act, as amended, for purposes of serving as an independent director on the audit committee.
With the addition of Ms. Richardson to the audit committee, the Company will continue to have three independent directors on its audit committee and one member has accounting or related financial management expertise, as the Board interprets such qualifications in its business judgment, in compliance with Section 303A.07(a) of the New York Stock Exchange corporate governance standards.
As anon-employee director of the Company, Ms. Richardson will be eligible to receive annual compensation of $110,000 (comprised of $70,000 in either cash or shares of Class A common stock or a combination of both at her option, and $40,000 in the form of Restricted Stock Units which vest upon grant and are settled following the second anniversary of grant (except for the initial grant which will be settled no later than 60 days from July 1, 2020). Additionally, as an audit committee member, she will be eligible to receive compensation of $10,000 annually. The Company also reimbursesnon-employee directors for expenses incurred in connection with attending Board and committee meetings. In addition, Ms. Richardson and the Company have entered into an indemnification agreement substantially in the form attached as Exhibit 10.1 to the Registration Statement on FormS-1 (FileNo. 333- 200035) filed by the Company with the Securities and Exchange Commission on November 10, 2014.
On December 19, 2018, the Company issued a press release announcing the election of Ms. Richardson to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
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| 99.1 | | Press release of Moelis & Company dated December 19, 2018. |
