GHL Greenhill & Co
Filed: 3 Aug 21, 4:11pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 3, 2021
GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32147
|(State or other jurisdiction|
1271 Avenue of the Americas
New York, New York
|(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||The 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. ☐
|Section 2.||Financial Information.|
Item 2.02. Results of Operations and Financial Condition
On August 3, 2021 Greenhill & Co., Inc. ("Greenhill" or the "Firm") issued a press release announcing its financial results for the second quarter ended June 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Greenhill under the Securities Act of 1933 or the Exchange Act.
|Section 5.||Corporate Governance and Management.|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors
Effective August 3, 2021, Ms. Karen P. Robards, an independent director, retired from the Board after many years of dedicated service and leadership. Ms. Robards has served on the Firm’s Board since April 2013.
Following Ms. Robard's retirement and consistent with the Bylaws of the Firm, effective August 3, 2021 the Board has appointed Ms. Ulrika Ekman to fill the vacancy on the Board and to serve as an independent director of the Firm for a term expiring at the Firm's 2022 Annual Meeting of Stockholders. Ms. Ekman shall hold such position until her successor is duly appointed or her earlier resignation or removal. Ms. Ekman will assume the leadership of the Nominating & Governance Committee and also become a member of the Compensation Committee. Ms. Ekman will receive customary fees from the Firm for serving as non-employee director pursuant to the Firm’s director compensation program as described in the Firm’s 2021 proxy statement filed with the Securities and Exchange Commission on March 12, 2021.
|Section 9.||Financial Statements and Exhibits|
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished as part of this Report.
|99.1||Press Release of Greenhill & Co., Inc. dated August 3, 2021.|
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: August 3, 2021||By:||/s/ Harold J. Rodriguez, Jr.|
|Name: Harold J. Rodriguez, Jr.|
|Title: Chief Financial Officer|