Evercore Inc. Proxy Statement Filed

TL;DR

Evercore proxy filed - Annual Meeting in 2 weeks. Vote your shares!

AI Summary

Evercore Inc. filed a Definitive Additional Materials proxy statement on June 4, 2024, indicating it is soliciting materials from shareholders. The filing is related to the company's upcoming Annual Meeting, which is scheduled for two weeks from the date of the communication. The proxy statement is filed under Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

This filing is important for shareholders as it contains information and proposals that will be voted on at the company's Annual Meeting, impacting corporate governance and strategic decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating any unusual or high-risk events.

Key Players & Entities

• Evercore Inc. (company) — Registrant
• Securities Exchange Act of 1934 (legal_document) — Governing regulation for the filing
• 212-857-3100 (phone_number) — Company business phone

FAQ

Filing Documents

• d118747ddefa14a.htm (DEFA14A) — 44KB
• 0001193125-24-154351.txt ( ) — 45KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 under 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 all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Dear Shareholder: I hope that this finds you well. We are two weeks away from our Annual Meeting on June 18 th . ISS recently released their report on our Annual Meeting and, as they have done in the past, they recommended against our equity plan proposal. Despite ISS consistently recommending against our equity plan, our shareholders have supported us on each of our past three equity plan proposals. Our request this year is consistent with those previous requests. Our shareholders understand the key elements of our equity compensation program and recognize the flaws in ISS model for a human capital business like ours. I have attached our response to ISS. The key points that we make are: Our use of equity has been a key factor in enabling the execution of our growth strategy, contributing to our 5-Year TSR as of 12/31/23 of 172%, which outpaces our peers, the S&P500 and the S&P500 Financials (as discussed in more detail in our proxy materials). Despite the concerns raised by the proxy advisors for nearly a decade regarding potential dilution, in practice we have consistently fulfilled our commitment to our shareholders by offsetting the dilutive effect of our equity grants through our share repurchase program, and have had a negative net burn rate of -3.5% over the last 3 years. In fact, our outstanding share count has consistently decreased despite our use of equity (rather than cash) as compensation. As a human capital business, our equity compensation program is different from many financial services firms in that it is very broad-based (over 90% of equity awards over the last 3 years have gone to non-NEOs), administered responsibly, and has been critical to our ability recruit, retain and motivate our talented employees. We strongly believe that our broad-based use of equity compensation (as opposed to cash) is critical because it aligns the interests of our employees with shareholders and permits cash which otherwise would be used for employee compensation to be returned to shareholders, in each case fueling the returns we have delivered over the past several years. When we requested more shares in 2022, we only requested a limited number of shares to get us through approximately two more years. We now do not have enough shares remaining to manage our equity compensation program and growth strategy over the next 2-3 years, and are requesting shares to cover that period. We would very much appreciate the opportunity to discuss further with you prior to our Annual Meeting to address any concerns you may have. Please let me know if there is a time that works best for you in the coming days. Thank you for your time and consideration of this very important matter for us. Dear Shareholder: We are writing to ask for your critical support for the proposals to be voted on at Evercores 2024 Annual Meeting of Stockholders and to express our appreciation for your independent analysis in conducting your evaluation. Our Board continues to unanimously recommend you cast your vote FOR all proposals, and we would like to draw your attention specifically to Proposal No. 4, our proposal to increase the number of shares available under our equity incentive plan by 6.0 million shares. We are requesting additional shares because we do not have enough shares remaining to manage and grow our business over the next approximately two to three years consistent with our strategy. The additional shares are necessary in order to continue providing a significant portion of our incentive compensation in the form of equity, which aligns the interests of our employees and stockholders, and recruiting and retaining talented professionals. In its report (the ISS Report), Institutional Shareholder Services (ISS) supported our say-on-pay proposal and overall compensation program, acknowledging the alignment of pay and performance among other best practices of our compensation program. Nevertheless, consistent with its recommendation on our equity plan proposals for the past decade, ISS ultimately recommends shareholders vote against Proposal No. 4, base

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View this DEFA14A filing on SEC EDGAR