Current Report Filing (8-k)
June 22 2022 - 05:02PM
Edgar (US Regulatory)
false 0001360901 0001360901 2022-06-16
2022-06-16
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)
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Delaware |
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001-32975 |
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20-4748747 |
(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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55 East 52nd Street
New York, New York 10055
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(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)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A common stock, par value
$0.01 per share |
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EVR |
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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.
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(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:
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Roger C. Altman
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For |
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35,201,867 |
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Withheld |
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331,045 |
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Broker
non-votes |
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3,202,970 |
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Richard I. Beattie
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For |
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35,197,441 |
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Withheld |
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335,471 |
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Broker
non-votes |
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3,202,970 |
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Pamela G. Carlton
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For |
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35,035,475 |
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Withheld |
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497,437 |
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Broker
non-votes |
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3,202,970 |
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Ellen V. Futter
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For |
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34,963,015 |
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Withheld |
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569,897 |
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Broker
non-votes |
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3,202,970 |
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Gail B. Harris
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For |
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34,246,781 |
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Withheld |
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1,286,131 |
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Broker
non-votes |
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3,202,970 |
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Robert B. Millard
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For |
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34,350,033 |
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Withheld |
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1,182,879 |
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Broker
non-votes |
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3,202,970 |
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Willard J. Overlock, Jr.
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For |
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35,002,818 |
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Withheld |
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530,094 |
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Broker
non-votes |
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3,202,970 |
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Sir Simon M. Robertson
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For |
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34,671,215 |
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Withheld |
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861,697 |
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Broker
non-votes |
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3,202,970 |
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John S. Weinberg
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For |
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34,128,933 |
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Withheld |
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1,403,979 |
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Broker
non-votes |
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3,202,970 |
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William J. Wheeler
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For |
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34,973,443 |
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Withheld |
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559,469 |
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Broker
non-votes |
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3,202,970 |
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Sarah K. Williamson
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For |
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35,006,022 |
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Withheld |
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526,890 |
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Broker
non-votes |
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3,202,970 |
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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:
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For
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32,569,339 |
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Against
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2,937,375 |
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Abstain
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26,198 |
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Broker non-votes
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3,202,970 |
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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:
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One Year
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34,288,509 |
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Two Years
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8,021 |
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Three Years
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1,220,695 |
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Abstain
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15,687 |
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Broker non-votes
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3,202,970 |
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4. The Second Amended and Restated 2016 Evercore Inc. Stock
Incentive Plan was approved based on the following final tabulation
of votes:
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For
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23,404,287 |
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Against
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11,971,804 |
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Abstain
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156,821 |
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Broker non-votes
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3,202,970 |
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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:
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For
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38,439,752 |
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Against
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285,818 |
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Abstain
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10,312 |
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Broker non-votes
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N/A |
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(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.
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(d) Exhibits
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.
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EVERCORE INC. |
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By: |
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/s/ Jason Klurfeld
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Name: |
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Jason Klurfeld |
Title: |
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General Counsel |
Dated: June 22, 2022
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