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): February 3, 2005
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 | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 300 Park Avenue, 23rd floor | |
| York, New York 10022 | 10022 |
| (Address of principal executive offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (212) 389-1500
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5. Corporate Governance and Management
| Item 5.02. Election of Directors. | ||
| (1) | On February 3, 2005, John C. Danforth was appointed by the Board of Directors of Greenhill & Co., Inc. (the “Corporation”) to fill the remaining vacancy on the Board. In connection with the appointment, the Board of Directors affirmatively determined that Mr. Danforth is independent within the meaning of the applicable listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission. Mr. Danforth has also been appointed a member of the Audit Committee of the Corporation. Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the press release, dated February 4, 2005, issued by Greenhill & Co., Inc. announcing the appointment of Mr. Danforth. | |
| (2) | None. | |
| (3) | Mr. Danforth has also been appointed a member of the Audit Committee of the Corporation. | |
| (4) | None. | |
Section 9. Financial Statements and Exhibits
| Item 9.01. Financial Statements and Exhibits. | |||
| (c) | Exhibits. The following exhibit is being furnished as part of this Report. | ||
| Exhibit Number |
Description | ||
|
|
|
||
| 99.1 | Press Release of Greenhill & Co., Inc. dated February 4, 2005. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| Greenhill & Co., Inc. | |||
| Date: February 4, 2005 | By: | /s/ John D. Liu | |
| Name: | John D. Liu | ||
| Title: | Chief Financial Officer | ||
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EXHIBIT INDEX
| Exhibit Number |
Description | ||
| 99.1 | Press Release of Greenhill & Co., Inc. dated February 4, 2005. |
E-1