Moelis (MC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on June 25, 2026, with voting on director elections, executive compensation, and auditor ratification.

• 2025 saw a planned CEO transition, with Navid Mahmoodzadegan becoming CEO and Ken Moelis moving to Executive Chairman.

• The firm reported strong financial results in 2025: adjusted revenues of $1.54 billion (up 28%), 35% M&A growth, and a 510bps increase in pre-tax margin.

• Capital returns to shareholders totaled $285.6 million, including $2.60 per share in dividends and 1.1 million shares repurchased.

• Strategic investments expanded the firm's capabilities in Capital Markets, Technology, Metals & Mining, Sports, Energy, and Private Capital Advisory.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, an advisory say-on-pay for executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of seven directors, four of whom are independent; all committees are fully independent.

• Board leadership includes an Executive Chairman, CEO, and Lead Independent Director, with regular executive sessions and annual self-assessments.

• Succession planning is a standing responsibility, with recent leadership transitions and internal promotions.

• The dual-class voting structure gives Class B shares (controlled by the founder) 10:1 voting rights, supporting long-term stability.