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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 27, 2021
 ___________________________________________________________________________________
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.)
1271 Avenue of the Americas
New York, New York
 
10020
(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 classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.01 per shareGHLThe 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 27, 2021 (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, 2021 and (4) a stockholder proposal for independent board chairman.
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 five directors to each serve a one-year term. The final tabulation of votes with respect to each nominee for office was as follows:
NomineeForWithheldBroker Non-Votes
Scott L. Bok12,588,539 321,979 5,291,281 
Kevin T. Ferro12,794,136 116,511 5,291,281 
Meryl D. Hartzband12,690,081 220,579 5,291,281 
John D. Liu12,647,046 263,532 5,291,281 
Karen P. Robards12,703,865 206,796 5,291,281 
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:
ForAgainstAbstainBroker Non-Votes
12,278,593621,56216,5965,291,281
Proposal 3 — Ratification of the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2021.
Greenhill’s stockholders ratified the selection of Ernst & Young LLP as Greenhill’s independent auditors for the fiscal year ending December 31, 2021 based upon the following final tabulation of votes:
ForAgainstAbstainBroker Non-Votes
17,896,965271,68039,387
Proposal 4 — Stockholder Proposal for the Board of Directors to adopt as policy to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board.
Greenhill’s stockholders voted against the Stockholder Proposal:
ForAgainstAbstainBroker Non-Votes
4,922,5257,987,1726,5145,291,281
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 29, 2021  By: /s/ Gitanjali Pinto Faleiro
   Name: Gitanjali Pinto Faleiro
   Title: General Counsel & Corporate Secretary