Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when HLI files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsHoulihan Lokey approves new equity plan, elects director, and names new Chief Legal Officer
Filed September 22, 2026 · Period ending September 16, 2026 · ~1 min read
Key Changes
-
high
Stockholders approved the Second Amended and Restated 2016 Incentive Award Plan, setting the share reserve at 12 million shares and reinstating a 1% annual increase.
Item 5.07 verify on EDGAR → -
high
Prabha Sipi Bhandari was appointed Chief Legal Officer and Secretary, succeeding Christopher Crain, who retired as General Counsel and became Corporate Senior Advisor.
Item 5.02 verify on EDGAR → -
medium
Thomas Reichert was elected as an independent Class I director effective October 1, 2026, and will serve on the Audit and Nominating/Governance Committees.
Item 5.02 verify on EDGAR → -
medium
All three Class II director nominees were elected, with R. Scott Mund receiving the highest support at 202,409,608 votes for.
Item 5.07 verify on EDGAR → -
medium
Say-on-pay passed with 193,851,865 votes for, and KPMG was ratified as auditor with 206,058,555 votes for.
Item 5.07 verify on EDGAR →
Summary
Houlihan Lokey's annual meeting produced routine governance outcomes: all director nominees were elected, executive compensation was approved, KPMG was ratified, and the amended incentive plan was approved. The plan changes include a 12 million share reserve and a 1% annual increase, down from the prior 6% that expired in 2025. Separately, the company announced a leadership transition in its legal department, with Prabha Sipi Bhandari joining as Chief Legal Officer and Christopher Crain moving to a Corporate Senior Advisor role.
Thomas Reichert was also elected as an independent director. These are standard governance and succession matters with no red flags.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Houlihan Lokey discloses stock plan amendments, a new director, and a General Counsel retirement/Chief Legal Officer appointment.
Added in current filing · verify on EDGAR →
Removes the Existing Plan’s fixed expiration date so that the Second A&R Plan will remain in effect unless and until terminated by the plan administrator, subject to share availability
The amended plan removes the fixed expiration date and eliminates provisions intended to qualify awards as performance-based compensation under Section 162(m), reflecting the Tax Cuts and Jobs Act of 2017. It also broadens the definition of eligible consultants to include any individual or entity qualifying under Form S-8 rules.
Added in current filing · verify on EDGAR →
On September 16, 2026, the Board elected Thomas Reichert as an independent Class I director of the Company, effective as of October 1, 2026.
Thomas Reichert joins the Board as an independent Class I director with a term expiring at the 2028 annual meeting. He will serve on the Audit Committee and the Nominating and Corporate Governance Committee. He brings over three decades of experience in technology, business and sustainability consulting, including roles as Global CEO of ERM and leadership positions at Boston Consulting Group.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The award has a value equal to $120,000, and will vest in substantially equal installments on the first, second and third anniversaries of the effective date of his election, subject to his continuing service through the applicable vesting date, and will vest in full upon a termination of his service due to his death or disability.
Mr. Reichert will receive standard non-employee director compensation and was granted restricted Class A common stock valued at $120,000 under the Second A&R Plan. The award vests in three substantially equal annual installments, with full acceleration upon death or disability.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Houlihan Lokey reports annual meeting vote results: all three Class II directors elected, say-on-pay approved, KPMG ratified, and the amended incentive plan approved.
Added in current filing · verify on EDGAR →
Irwin N. Gold
189,762,384 | 14,740,276 | 3,033,049
R. Scott Mund
202,409,608 | 2,093,052 | 3,033,049
Cyrus D. Walker
179,420,227 | 25,082,433 | 3,033,049
All three Class II director nominees were elected. Irwin N. Gold received 189,762,384 votes for and 14,740,276 withheld; R. Scott Mund received 202,409,608 for and 2,093,052 withheld; Cyrus D. Walker received 179,420,227 for and 25,082,433 withheld. Each had 3,033,049 broker non-votes.
Added in current filing · verify on EDGAR →
193,851,865 | 10,634,593 | 16,202 | 3,033,049
The non-binding advisory vote on executive compensation passed with 193,851,865 votes for, 10,634,593 against, and 16,202 abstentions. Broker non-votes totaled 3,033,049.
Added in current filing · verify on EDGAR →
206,058,555 | 1,466,760 | 10,394 | 0
Stockholders ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2027, with 206,058,555 votes for, 1,466,760 against, and 10,394 abstentions. There were no broker non-votes.
Added in current filing · verify on EDGAR →
161,991,591 | 42,486,557 | 24,512 | 3,033,049
The Second Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan was approved with 161,991,591 votes for, 42,486,557 against, and 24,512 abstentions. Broker non-votes totaled 3,033,049.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
announcing the appointment of Ms. Bhandari as Chief Legal Officer and Secretary of the Company
The company appointed Ms. Bhandari as Chief Legal Officer and Secretary. This is a new executive leadership role, and the appointment was announced via press release.
Added in current filing · verify on EDGAR →
the transition of Mr. Crain from General Counsel to Corporate Senior Advisor
Mr. Crain is moving from General Counsel to Corporate Senior Advisor. This is a role change, not a departure from the company.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
the appointment of Prabha Sipi Bhandari as Chief Legal Officer, with responsibility for overseeing all legal and compliance activities globally, and she will serve as corporate secretary to the firm’s board of directors.
Houlihan Lokey has named Prabha Sipi Bhandari as its new Chief Legal Officer, effective with this announcement. She will oversee all global legal and compliance activities and also serve as corporate secretary to the board. The filing states she will serve as an Executive Officer of the firm.
Added in current filing · view on EDGAR →
Ms. Bhandari succeeds Christopher Crain, who has served as Houlihan Lokey’s General Counsel since 2004.
The new Chief Legal Officer replaces Christopher Crain, who had been the firm's General Counsel since 2004. Mr. Crain is not leaving the company; he will move to the role of Corporate Senior Advisor to assist with the transition and advise senior management on non-legal matters.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
Ms. Bhandari joins Houlihan Lokey from Paychex, where she served as Chief Legal Officer, Chief Ethics Officer, and Secretary.
The incoming Chief Legal Officer comes from Paychex, where she held the top legal, ethics, and corporate secretary roles and was a member of the Executive Committee. Her prior experience includes senior legal positions at AIG, Freddie Mac, Viacom, and Deutsche Bank.
Added in current filing · view on EDGAR →
Mr. Crain will move to the role of Corporate Senior Advisor, assisting with the leadership transition of the firm’s Legal and Compliance department to Ms. Bhandari and then advising the firm’s senior management on a range of non-legal matters.
Christopher Crain will remain with the firm in a new advisory capacity rather than departing. He will help transition the Legal and Compliance department to Ms. Bhandari and then advise senior management on non-legal matters.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Sep 23, 2026 · How we verify