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  4. [8-K] Evercore Inc. Reports Material Event

Evercore (NYSE: EVR) holders approve pay, auditor and amended stock incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Evercore Inc. held its annual meeting of stockholders on June 10, 2026, where investors voted on directors, executive pay, the auditor, and the company’s stock incentive plan. All director nominees were elected, each receiving more than 33 million votes “for” along with nearly 3 million broker non-votes.

Stockholders approved the non-binding advisory “say-on-pay” vote on executive compensation with 32,994,941 votes for, 2,026,114 against, and 31,055 abstentions. They also ratified Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for 2026 by a vote of 37,463,916 for, 569,791 against, and 7,371 abstentions.

In addition, stockholders approved the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan, with 23,832,129 votes for, 11,204,040 against, 15,941 abstentions, and 2,988,968 broker non-votes. These outcomes confirm continued authorization for Evercore’s current board, compensation approach, auditor, and long-term equity incentive framework.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 32,994,941 votes Advisory approval of executive compensation
Say-on-pay votes against 2,026,114 votes Advisory approval of executive compensation
Auditor ratification votes for 37,463,916 votes Deloitte & Touche LLP as 2026 auditor
Auditor ratification votes against 569,791 votes Deloitte & Touche LLP as 2026 auditor
Stock Incentive Plan votes for 23,832,129 votes Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan
Stock Incentive Plan votes against 11,204,040 votes Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan
Typical director votes for Over 33,000,000 votes Election of each Evercore director nominee
non-binding, advisory vote regulatory
"The non-binding, advisory vote to approve executive compensation of Evercore’s named executive officers"
executive compensation financial
"The non-binding, advisory vote to approve executive compensation of Evercore’s named executive officers"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
independent registered public accounting firm regulatory
"The appointment of Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for 2026 was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Stock Incentive Plan financial
"The Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan was approved"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
broker non-votes regulatory
"Broker non-votes | | | 2,988,968"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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Understanding 8-K Material Events →
false 0001360901 0001360901 2026-06-10 2026-06-10
 
 

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 10, 2026

 

 

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 10, 2026.

(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      34,441,446  
   Against      601,205  
   Abstain      9,459  
   Broker non-votes      2,988,968  

Pamela G. Carlton

    For      33,968,819  
   Against      1,053,923  
   Abstain      29,368  
   Broker non-votes      2,988,968  

Ellen V. Futter

    For      34,220,876  
   Against      801,906  
   Abstain      29,328  
   Broker non-votes      2,988,968  

Gail B. Harris

    For      33,915,998  
   Against      1,126,633  
   Abstain      9,479  
   Broker non-votes      2,988,968  

Robert B. Millard

    For      33,668,693  
   Against      1,373,941  
   Abstain      9,476  
   Broker non-votes      2,988,968  

Willard J. Overlock, Jr.

    For      34,584,573  
   Against      458,010  
   Abstain      9,527  
   Broker non-votes      2,988,968  

Sir Simon M. Robertson

    For      34,047,102  
   Against      995,448  
   Abstain      9,560  
   Broker non-votes      2,988,968  

Christine A. Varney

    For      34,752,234  
   Against      288,971  
   Abstain      10,905  
   Broker non-votes      2,988,968  

John S. Weinberg

    For      34,031,186  
   Against      1,011,423  
   Abstain      9,501  
   Broker non-votes      2,988,968  

William J. Wheeler

    For      34,359,188  
   Against      683,375  
   Abstain      9,547  
   Broker non-votes      2,988,968  

Sarah K. Williamson

    For      34,805,304  
   Against      237,327  
   Abstain      9,479  
   Broker non-votes      2,988,968  

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

      32,994,941  

Against

      2,026,114  

Abstain

      31,055  

Broker non-votes

      2,988,968  

3. The appointment of Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for 2026 was ratified, based upon the following final tabulation of votes:

 

For

      37,463,916  

Against

      569,791  

Abstain

      7,371  

Broker non-votes

      N/A  

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

 

For

      23,832,129  

Against

      11,204,040  

Abstain

      15,941  

Broker non-votes

      2,988,968  

(c) Not applicable.

(d) Not applicable.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

   

Description

10.1    Fourth 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, 2026)
99.1    Description of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (incorporated by reference from the section entitled “Proposal 4 - Approval of the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan” in Evercore’s definitive proxy statement filed on April 29, 2026)
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.

 

EVERCORE INC.
By:  

/s/ Jason Klurfeld

Name:   Jason Klurfeld
Title:   General Counsel

Dated: June 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Evercore (EVR) stockholders approve at the 2026 annual meeting?

Evercore stockholders approved all proposals at the 2026 annual meeting, including director elections, executive compensation, auditor ratification, and the amended stock incentive plan. These approvals maintain the existing board, pay structure, and Deloitte & Touche as auditor, and continue Evercore’s equity-based compensation framework.

How did Evercore (EVR) shareholders vote on executive compensation (say-on-pay)?

Shareholders approved Evercore’s executive compensation on an advisory basis, with 32,994,941 votes for, 2,026,114 against, and 31,055 abstentions. This result indicates clear support for the current pay programs for named executive officers, although a meaningful minority voted against the compensation approach.

Which auditor did Evercore (EVR) stockholders ratify for 2026 and by what vote?

Stockholders ratified Deloitte & Touche LLP as Evercore’s independent registered public accounting firm for 2026. The vote was 37,463,916 for, 569,791 against, and 7,371 abstentions, confirming strong support for retaining Deloitte as the company’s external auditor for the current fiscal year.

What is the Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan?

The Fourth Amended and Restated 2016 Evercore Inc. Stock Incentive Plan is the company’s equity incentive program, updated and reapproved by stockholders. It was approved with 23,832,129 votes for, 11,204,040 against, and 15,941 abstentions, and supports stock-based compensation for eligible participants.

Were all Evercore (EVR) director nominees elected at the 2026 annual meeting?

All Evercore director nominees were elected to serve until the next annual meeting or until successors are qualified. Each nominee, including Roger C. Altman and John S. Weinberg, received over 33 million votes for, with additional broker non-votes recorded on each director election proposal.

What does the Evercore (EVR) 2026 say-on-pay vote mean for investors?

The 2026 say-on-pay vote, with over 32.9 million votes in favor, reflects shareholder support for Evercore’s executive pay practices. While advisory and non-binding, such approval typically signals that investors are broadly comfortable with how leadership incentives are structured and aligned with company performance.

Filing Exhibits & Attachments

3 documents

Other Documents