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 16, 2022

 

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 16, 2022.

(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			35,201,867
		Withheld			331,045
		Broker non-votes			3,202,970
Richard I. Beattie		For			35,197,441
		Withheld			335,471
		Broker non-votes			3,202,970
Pamela G. Carlton		For			35,035,475
		Withheld			497,437
		Broker non-votes			3,202,970
Ellen V. Futter		For			34,963,015
		Withheld			569,897
		Broker non-votes			3,202,970
Gail B. Harris		For			34,246,781
		Withheld			1,286,131
		Broker non-votes			3,202,970
Robert B. Millard		For			34,350,033
		Withheld			1,182,879
		Broker non-votes			3,202,970
Willard J. Overlock, Jr.		For			35,002,818
		Withheld			530,094
		Broker non-votes			3,202,970
Sir Simon M. Robertson		For			34,671,215
		Withheld			861,697
		Broker non-votes			3,202,970
John S. Weinberg		For			34,128,933
		Withheld			1,403,979
		Broker non-votes			3,202,970
William J. Wheeler		For			34,973,443
		Withheld			559,469
		Broker non-votes			3,202,970
Sarah K. Williamson		For			35,006,022
		Withheld			526,890
		Broker non-votes			3,202,970

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			32,569,339
Against			2,937,375
Abstain			26,198
Broker non-votes			3,202,970

3. The non-binding, advisory vote on the frequency of future say-on-pay votes received support for every one year as recommended in Proposal 3 based on the following final tabulation of votes:

 

One Year			34,288,509
Two Years			8,021
Three Years			1,220,695
Abstain			15,687
Broker non-votes			3,202,970

4. The Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan was approved based on the following final tabulation of votes:

 

For			23,404,287
Against			11,971,804
Abstain			156,821
Broker non-votes			3,202,970

5. The appointment of Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for 2022 was ratified, based upon the following final tabulation of votes:

 

For			38,439,752
Against			285,818
Abstain			10,312
Broker non-votes			N/A

(c) Not applicable.

(d) Evercore’s Board of Directors considered the results of the vote on the frequency of future say-on-pay votes, and determined that Evercore will hold a say-on-pay vote on an annual basis. The Board will reevaluate this determination after the next non-binding advisory vote on the frequency of future say-on-pay votes.

Item 9.01

Submission of Matters to a Vote of Security Holders.

(d) Exhibits

 

Exhibit No.		Description
10.1		Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (incorporated by reference from Annex B to Evercore’s definitive proxy statement filed on April 29, 2022).
99.1		Description of the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (incorporated by reference from section entitled “Proposal 4 – Approval of the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan” in Evercore’s definitive proxy statement filed on April 29, 2022).
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.

 

Dated: June 22, 2022