UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________
FORM 8-K
_____________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 23, 2020
_____________________________________________________________________________________
GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________
Commission File Number: 001-32147
| Delaware | 51-0500737 | |||||||
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| 300 Park Avenue New York, New York | 10022
(ZIP Code) | |||||||
| (Address of principal executive offices) | ||||||||
Registrant’s telephone number, including area code: (212) 389-1500
Former name or former address, if changed since last report: NOT APPLICABLE
_____________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||
| Securities registered pursuant to Section 12(b) of the Act | ||||||||
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||
| Common Stock, par value $0.01 per share | GHL | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) Greenhill & Co., Inc. (“Greenhill”) held its annual meeting of stockholders on April 23, 2020 (the “Annual Meeting”).
(b) At the Annual Meeting, Greenhill’s stockholders voted on (1) the election of directors, (2) an advisory vote to approve Greenhill’s named executive officer compensation, (3) the ratification of the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2020 and (4) a stockholder proposal for shareholder proxy access.
The votes cast by the holders of Greenhill’s common stock on each of the foregoing proposals were as follows:
Proposal 1 – Election of directors.
Greenhill’s stockholders elected the following six directors to each serve a one-year term. The final tabulation of votes with respect to each nominee for office was as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Scott L. Bok | 14,754,970 | 406,939 | 2,459,418 | |||||||||||||||||
| Robert F. Greenhill | 14,828,675 | 333,234 | 2,459,418 | |||||||||||||||||
| Steven F. Goldstone | 14,791,702 | 370,207 | 2,459,418 | |||||||||||||||||
| Meryl D. Hartzband | 15,060,950 | 100,959 | 2,459,418 | |||||||||||||||||
| John D. Liu | 14,905,831 | 255,878 | 2,459,418 | |||||||||||||||||
| Karen P. Robards | 14,931,251 | 230,658 | 2,459,418 | |||||||||||||||||
Proposal 2 — Advisory vote to approve Greenhill’s named executive officer compensation.
Greenhill’s stockholders approved the non-binding, advisory vote on named executive officer compensation (“say-on-pay”) based upon the following final tabulation of votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 13,353,968 | 1,794,785 | 13,156 | 2,459,418 | |||||||||||||||||
Proposal 3 — Ratification of the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2020.
Greenhill’s stockholders ratified the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2020 based upon the following final tabulation of votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 17,245,158 | 373,402 | 2,767 | — | |||||||||||||||||
Proposal 4 — Stockholder Proposal — amendment of bylaws to allow for proxy access by shareholders with an aggregate of 3% of our stock owned continuously for 3 years.
Greenhill’s stockholders voted against the Stockholder Proposal to amend Greenhill’s bylaws to allow for proxy access by shareholders with an aggregate of 3% of our stock owned continuously for 3 years based upon the following final tabulation of votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 4,471,867 | 10,680,754 | 9,288 | 2,459,418 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Greenhill & Co., Inc. | ||||||||||||||||||||
| Date: April 24, 2020 | By: | /s/ Gitanjali Pinto Faleiro | ||||||||||||||||||
| Name: Gitanjali Pinto Faleiro | ||||||||||||||||||||
| Title: General Counsel & Corporate Secretary | ||||||||||||||||||||