8-K
Evercore Inc. (EVR)
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): June 18, 2024
EVERCORE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32975 | 20-4748747 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File No.) | (IRS Employer<br><br>Identification No.) |
| 55 East 52nd Street | ||
| --- | ||
| New York, New York 10055 | ||
| (Address of principal executive offices) |
(212) 857-3100
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | 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 class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class A common stock, par value $0.01 per share | EVR | 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) Evercore Inc. (“Evercore”) held its annual meeting of stockholders on June 18, 2024.
(b) Stockholders voted on the matters set forth below.
- The nominees for election to the Board of Directors were elected to serve as directors until the next Annual Meeting or until their successors are duly elected and qualified, based upon the following final tabulation of votes:
| Roger C. Altman | For | 35,664,510 | ||
|---|---|---|---|---|
| Against | 1,045,772 | |||
| Abstain | 80,840 | |||
| Broker non-votes | 1,758,866 | |||
| Pamela G. Carlton | For | 35,861,629 | ||
| Against | 847,227 | |||
| Abstain | 82,266 | |||
| Broker non-votes | 1,758,866 | |||
| Ellen V. Futter | For | 35,857,348 | ||
| Against | 849,008 | |||
| Abstain | 84,766 | |||
| Broker non-votes | 1,758,866 | |||
| Gail B. Harris | For | 35,247,001 | ||
| Against | 1,462,944 | |||
| Abstain | 81,177 | |||
| Broker non-votes | 1,758,866 | |||
| Robert B. Millard | For | 34,943,121 | ||
| Against | 1,766,725 | |||
| Abstain | 81,276 | |||
| Broker non-votes | 1,758,866 | |||
| Willard J. Overlock, Jr. | For | 36,098,572 | ||
| Against | 609,901 | |||
| Abstain | 82,649 | |||
| Broker non-votes | 1,758,866 | |||
| Sir Simon M. Robertson | For | 35,487,962 | ||
| Against | 1,220,617 | |||
| Abstain | 82,543 | |||
| Broker non-votes | 1,758,866 | |||
| John S. Weinberg | For | 35,798,101 | ||
| Against | 910,806 | |||
| Abstain | 82,215 | |||
| Broker non-votes | 1,758,866 | |||
| William J. Wheeler | For | 36,002,108 | ||
| Against | 706,446 | |||
| Abstain | 82,568 | |||
| Broker non-votes | 1,758,866 | |||
| Sarah K. Williamson | For | 36,128,275 | ||
| --- | --- | --- | --- | --- |
| Against | 581,976 | |||
| Abstain | 80,871 | |||
| Broker non-votes | 1,758,866 |
- The non-binding, advisory vote to approve executive compensation of Evercore’s named executive officers (“say-on-pay”) was approved based upon the following final tabulation of votes:
| For | 34,267,668 |
|---|---|
| Against | 2,279,836 |
| Abstain | 243,618 |
| Broker non-votes | 1,758,866 |
- The appointment of Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for 2024 was ratified based upon the following final tabulation of votes:
| For | 37,795,624 |
|---|---|
| Against | 672,232 |
| Abstain | 82,132 |
| Broker non-votes | N/A |
- The Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan was approved based on the following final tabulation of votes:
| For | 22,590,043 |
|---|---|
| Against | 14,180,647 |
| Abstain | 20,432 |
| Broker non-votes | 1,758,866 |
(c) Not applicable.
(d) Not applicable.
Item 9.01 Submission of Matters to a Vote of Security Holders.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (incorporated by reference from Annex B to Evercore’s definitive proxy statement filed on April 26, 2024) |
| 99.1 | Description of the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (incorporated by reference from the section entitled “Proposal 4 - Approval of the Third Amended and Restated 2016 Evercore Inc. Stock Incentive Plan” in Evercore’s definitive proxy statement filed on April 26, 2024) |
| 104 | Cover Page Interactive Data is formatted in Inline XBRL (and contained in Exhibit 101) |
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.
| EVERCORE INC. |
|---|
| By: | /s/ Jason Klurfeld |
|---|---|
| Name: | Jason Klurfeld |
| Title: | General Counsel |
Dated: June 21, 2024