Houlihan Lokey, Inc. Updates Board, Approves Incentive Plan, Names CLO

What Happened

• Houlihan Lokey, Inc. filed an 8‑K disclosing actions from its September 16, 2026 annual meeting and subsequent board actions. Stockholders approved the Second Amended and Restated 2016 Incentive Award Plan (effective September 16, 2026). The board elected Thomas Reichert as an independent Class I director effective October 1, 2026. On September 16, 2026 Christopher M. Crain retired as General Counsel and became Corporate Senior Advisor, and Prabha Sipi Bhandari was appointed Chief Legal Officer and Secretary (an executive officer). A press release announcing the legal leadership change was issued on September 22, 2026.

Key Details

• Second A&R Plan effective Sept. 16, 2026:
  • Aggregate shares reserved increased to 12,000,000 shares (and incentive stock option pool set at 12,000,000).
  • Automatic annual share increase reinstated but reduced from 6% to 1% of outstanding Class A/B shares (as‑converted) each year.
  • Plan no longer has a fixed expiration date; removes rules tied to pre‑2017 Section 162(m) “performance‑based” treatment and the individual award limit; expands eligible consultants per Form S‑8 rules.
• Director and compensation items:
  • Thomas Reichert elected Class I director (term to 2028), joins Audit and Nominating & Corporate Governance Committees; granted $120,000 in restricted Class A shares vesting in roughly equal installments over 3 years (accelerated on death/disability).
• Corporate legal leadership:
  • Christopher Crain retired as General Counsel and became Corporate Senior Advisor; Prabha Sipi Bhandari named Chief Legal Officer and Secretary effective Sept. 16, 2026.
• Vote outcomes at the Annual Meeting (final tallies):
  • Proposal to approve Second A&R Plan: 161,991,591 For; 42,486,557 Against; 24,512 Abstain; 3,033,049 Broker non‑votes.
  • Advisory vote on executive compensation: 193,851,865 For; 10,634,593 Against; 16,202 Abstain; 3,033,049 Broker non‑votes.
  • Ratification of KPMG as auditor: 206,058,555 For; 1,466,760 Against; 10,394 Abstain.

Why It Matters

• The approved plan increases the company’s equity pool to 12 million shares and restarts automatic annual increases (now 1%), which can help retain and reward employees but may dilute existing shareholders over time as awards are granted and exercised.
• Board and senior legal changes (new independent director with technology/sustainability experience and a new Chief Legal Officer) affect governance and executive leadership oversight; the filing confirms these are standard appointments with customary indemnification and director compensation.
• Vote tallies show solid support for management on most items but notable opposition to the incentive plan (over 42 million votes against), a signal some investors weighed in on compensation-related governance changes.