If your shares are held in a stock brokerage account or by a bank, broker
or other holder of record, you are considered the beneficial owner of shares held in street name. The notice of the Annual Meeting, the Proxy Statement, the Annual Report and a voting instruction card have been forwarded to you by
your broker, bank or other holder of record who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by
using the voting instruction card included in the mailing or by following their instructions for voting.
What is included in the proxy
materials?
Our proxy materials, which are available on our website at www.evercore.com under the
Resources tab of the For Investors link, include our Notice of 2022 Annual Meeting of Stockholders, our Proxy Statement and our 2021 Annual Report to shareholders. If you received printed versions of these materials by mail
(rather than through electronic delivery), these materials also included a proxy card or voting instruction form.
What type of
financial information is used in this Proxy Statement?
The Evercore financial measures in this Proxy Statement are
those prepared in accordance with U.S. GAAP, unless they are designated as non-GAAP measures, in which case a reconciliation to the U.S. GAAP numbers is included in Annex A.
How does Evercores corporate structure impact Evercores share count and vote calculation?
The diagram on page 16 depicts our organizational structure. Our structure is similar to an umbrella partnership real
estate investment trust, or UPREIT structure, which is common in the real estate sector and with human capital-intensive businesses which have gone public.
Certain of our SMDs and other individuals and entities hold some of their equity in limited partnership units and interests
issued by Evercore LP, a Delaware limited partnership. These include Class A units, Class E units, Class I Units, Class K Units and Class K-P units (which may convert into Class K
units) in Evercore LP.
Class A, Class E, Class I and Class K units of Evercore LP are exchangeable,
at the discretion of the unit holder and without the payment of any consideration, on a one-for-one basis for shares of our Class A common stock, subject to
customary conversion rate adjustments for stock splits, stock dividends and reclassifications.
The Class K-P units generally convert, on specified vesting dates, into a number of Class K units, contingent upon the achievement of certain defined benchmark results and subject to the participants
continued service with the Company (which Class K units will, in turn, be exchangeable for Class A common stock as noted above). The performance conditions applicable to a portion of the outstanding
Class K-P units have been achieved.
Generally, all holders of Class A
units, Class E units, Class I units and Class K units (collectively, Voting Units), other than the Company, have the same voting rights as holders of Class A common shareholders through the ownership of our
Class B common stock, which entitles each holder to one vote for each unit held by such holder. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders
for their vote or approval, except as otherwise required by applicable law.
The Class B common stock has no
economic rights. The Company funds dividends to holders of our Class A common stock by causing Evercore LP to make distributions to its partners, including the Company. Evercore LP makes pro-rata
distributions to its partners based on their interest in Evercore LP
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