(Edgar Glimpses Via Acquire Media NewsEdge)
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth in Item 5.02(d) of this Form 8-K is incorporated herein
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) Effective September 3, 2014, the Board of Directors (the "Board") of
Moelis & Company (the "Company") will increase its size from six to seven
directors and elect Eric Cantor as a director of the Company.
Mr. Cantor will also serve as Vice Chairman and Managing Director of Moelis &
Company Group LP ("Group LP") pursuant to an employment agreement. Either Group
LP or Mr. Cantor may terminate the agreement at any time with or without cause.
Group LP has agreed to pay Mr. Cantor an annual base salary of $400,000. Group
LP has also agreed to pay Mr. Cantor an initial cash amount of $400,000 and
grant Mr. Cantor $1,000,000 in initial restricted stock units ("RSUs"), based on
the average closing price of the Company's common stock on the five trading days
prior to his start date. The initial RSUs will generally vest in equal
installments on each of the third, fourth and fifth anniversaries of his start
For calendar year 2015, Group LP has agreed to pay Mr. Cantor minimum incentive
compensation of $1,200,000 in cash and $400,000 in incentive RSUs, payable in
equal quarterly installments. The incentive RSUs will generally have the same
vesting schedule as incentive RSUs granted to Group LP's other Managing
Unvested initial RSUs and unvested incentive RSUs will be forfeited if Group LP
terminates Mr. Cantor for cause or if Mr. Cantor terminates his employment other
than (i) for good reason or (ii) after the second anniversary of the grant date,
to take a full-time elected or appointed position in federal government, state
government, or a national political party.
Mr. Cantor has agreed to repay all or a portion of his 2014 initial cash payment
and 2015 and 2016 cash incentive compensation if (a) prior to the end of the
seventh calendar quarter following the payment thereof, Group LP terminates
Mr. Cantor for cause or if Mr. Cantor terminates his employment other than
(i) for good reason or (ii) after the second anniversary of the payment date, to
take a full-time elected or appointed position in federal government, state
government, or a national political party and (b) he engages in certain
competitive activities within 12 months of such termination.
Upon a voluntary termination of his employment other than for good reason,
Mr. Cantor has agreed not to compete with Group LP for 90 days following such
termination of his employment. In addition, Mr. Cantor has agreed not to
solicit Group LP's employees, independent contractors, consultants, service
providers or suppliers for one year following termination of his employment for
any reason. The employment agreement also includes restrictions relating to
confidentiality and non-disparagement.
Moelis & Company Partner Holdings LP has agreed to take action to elect
Mr. Cantor to the Company's Board of Directors and not allow his removal until
the Company's 2015 annual meeting of stockholders, when all directors will be up
for re-election, subject to continued employment with Group LP during this
Mr. Cantor will also be eligible to participate in Group LP's employee benefit
plans and arrangements, and will be reimbursed for the reasonable cost of a New
York City apartment for his first 12 months and a hotel equivalent rate
thereafter. In addition, Mr. Cantor and the Company have entered into an
indemnification agreement substantially in the form attached as Exhibit 10.1 to
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-194306)
filed by the Company with the Securities and Exchange Commission on March 24,
On September 2, 2014, the Company issued a press release announcing Mr. Cantor's
directorship and employment with Group LP. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release of Moelis & Company, dated September 2, 2014