UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
EVERCORE INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Subject: Evercore Equity Compensation Plan Support
Dear [Shareholder],
We hope that you, your family and your colleagues are safe and well.
We are reaching out to you in connection with our request to refresh the shares available under our equity plan, which is described in more detail in our proxy. These additional shares are an important part of our compensation strategy. We have worked diligently to use the shares approved in 2016 judiciously. Our request seeks only the shares necessary for approximately the next two years.
Our equity compensation program is very broad-based, administered responsibly, has shareholder-friendly governance features, and has supported our ability to recruit, retain and motivate our talented staff. Our net dilution over the past three years, as a result of our history of share repurchases, has actually been negative.
We believe that traditional burn rate and dilution analyses on equity compensation plans do not work well for human-capital intensive businesses like Evercore. However, these analyses do demonstrate that our equity compensation practices are in line with our most direct peers – other publicly traded independent investment banking advisory firms.
We hope we can count on your support. In light of the COVID-19 pandemic and the subsequent market volatility, these additional shares are even more important as they will provide us with the flexibility to manage the business through this period.
Equity compensation is critical because it aligns the interests of our employees with shareholders like you and has fueled the returns we have delivered over the past several years. If you would like to discuss our proposal, we would be happy to make our CFO, CEO, Executive Chairman or other senior leaders of Evercore available. We have attached a brief presentation regarding our proposal for your review.
Thanks again for your willingness to take the time to understand our company, its growth strategy and how equity compensation is a critical element of that strategy.