Houlihan Lokey adopts amended bylaws with universal proxy rule compliance, federal forum provision

HOULIHAN LOKEY, INC.

Bylaws updated to align with Delaware law on meeting adjournment notices and stockholder voting list availability.
New disclosure and procedural requirements for stockholders proposing nominations or business at meetings.
Added compliance with SEC universal proxy rule (Rule 14a-19); stockholders must represent proxy solicitation intent and provide evidence.
Federal forum provision adopted requiring claims under the Securities Act of 1933 to be brought in federal court.
Stockholders soliciting proxies must use a proxy card color other than white.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HOULIHAN LOKEY, INC.: Amended and restated bylaws to update provisions regarding stockholder meetings, clarify procedures for stockholder proposals, address universal proxy rules, adopt federal forum provision, and make other technical changes (effective 2023-07-26).

Change: bylaw amendment
Effective: 2023-07-26

Exact text from the filing

On July 26, 2023, the Board of Directors (the “Board”) of Houlihan Lokey, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), as of such date. The Amended and Restated Bylaws were amended to: (i) update provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the Delaware General Corporation Law, as amended; (ii) clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of the Company’s stockholders; (iii) establish additional requirements and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; (iv) address the new universal pro

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Source: SEC EDGAR

accession 0001193125-23-200531

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