Evercore investors back pay, auditor and stock plan

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.

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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.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Say-on-pay votes for: 32,994,941 votes Say-on-pay votes against: 2,026,114 votes Auditor ratification votes for: 37,463,916 votes +4 more

7 metrics

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

Key Terms

non-binding, advisory vote, executive compensation, independent registered public accounting firm, Stock Incentive Plan, +1 more

5 terms

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 06/12/2026 - 05:00 PM

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

(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

Filing Exhibits & Attachments

3 documents