8-K
0001360901 false 0001360901 2024-06-18 2024-06-18

 

 

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

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

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
Symbol(s)

 

Name of each exchange
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.

1. 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

2. 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  

3. 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  

4. 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