Houlihan Lokey (HLI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 16, 2026, with four key proposals up for shareholder vote, including director elections, executive compensation, auditor ratification, and an amended incentive plan.

• The board recommends voting in favor of all proposals, and the HL Voting Trust holds sufficient shares to ensure passage.

• Shareholders can vote via internet, phone, mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Four Class II directors are nominated for re-election: Irwin N. Gold, R. Scott Mund, Cyrus D. Walker, and Gillian B. Zucker.

• Advisory vote on executive compensation and ratification of KPMG LLP as auditor for FY ending March 31, 2027.

• Approval sought for the Second Amended and Restated 2016 Incentive Award Plan.

• No additional shareholder proposals were received for this meeting.

Board of directors and corporate governance

• The board consists of 11 members, divided into three staggered classes, with six independent directors.

• Board leadership is separated among CEO, Chairman, and Lead Independent Director roles.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent chairs.

• The HL Voting Trust controls a majority of voting power, qualifying the company as a "controlled company" under NYSE rules.