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  4. [8-K] PJT Partners Inc. Reports Material Event

Director elections, pay vote and auditor ratification at PJT (NYSE: PJT)

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

Rhea-AI Filing Summary

PJT Partners Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 18, 2026. Stockholders elected three directors: K. Don Cornwell, Peter L.S. Currie, and Thomas M. Ryan, each receiving a majority of votes cast.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as PJT Partners’ independent registered public accounting firm for 2026.

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.
Votes for K. Don Cornwell 27,984,629 votes Director election at 2026 Annual Meeting
Votes for Peter L.S. Currie 28,562,472 votes Director election at 2026 Annual Meeting
Votes for Thomas M. Ryan 24,221,733 votes Director election at 2026 Annual Meeting
Say-on-pay For votes 32,351,133 votes Advisory executive compensation approval
Auditor ratification For votes 37,397,361 votes Ratification of Deloitte & Touche LLP for 2026
Broker non-votes on director elections 4,903,264 shares Each director election proposal
broker non-votes financial
"BROKER NON-VOTES 4,903,264"
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.
advisory basis financial
"To approve, on an advisory basis, the compensation of our Named Executive Officers"
independent registered public accounting firm financial
"To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026"
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.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 18, 2026"
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Understanding 8-K Material Events →
false000162611500016261152026-06-182026-06-18

 

 

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 18, 2026

—————————

img203417173_0.jpg

PJT Partners Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

001-36869

36-4797143

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

280 Park Avenue
New York, New York

10017

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 364-7800

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 each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

 

PJT

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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) PJT Partners Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 18, 2026.

(b) The Company’s stockholders considered three proposals, each of which is described in the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-36869), filed with the Securities and Exchange Commission on April 29, 2026. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1. To elect the following Directors to the Board of Directors of the Company:

Nominee

 

FOR

 

WITHHOLD

 

BROKER NON-VOTES

K. Don Cornwell

 

27,984,629

 

640,268

 

4,903,264

Peter L.S. Currie

 

28,562,472

 

62,425

 

4,903,264

Thomas M. Ryan

 

24,221,733

 

4,403,164

 

4,903,264

Proposal 2. To approve, on an advisory basis, the compensation of our Named Executive Officers:

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

32,351,133

 

608,777

 

16,189

 

4,903,264

Proposal 3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026:

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

37,397,361

 

472,022

 

9,980

 

N/A

 

(c) Not applicable

(d) Not applicable

 

 

SIGNATURE

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.

 

 

PJT Partners Inc.

 

By:

 

/s/ David K.F. Gillis

 

Name: David K.F. Gillis

 

Title: Managing Director, Corporate Secretary

Date: June 18, 2026

 

Source: View Original Filing on SEC EDGAR

FAQ

What did PJT (PJT Partners Inc.) stockholders vote on at the 2026 annual meeting?

Stockholders voted to elect three directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026, covering the main governance items for the year.

Which directors were elected to PJT’s Board at the 2026 annual meeting?

Stockholders elected K. Don Cornwell, Peter L.S. Currie, and Thomas M. Ryan to PJT’s Board of Directors, each receiving more votes “For” than “Withhold,” confirming their continued service on the board for the upcoming term.

How did PJT stockholders vote on executive compensation in 2026?

On an advisory basis, PJT stockholders voted 32,351,133 shares “For,” 608,777 “Against,” and 16,189 “Abstain,” with 4,903,264 broker non-votes, indicating overall support for the compensation of the company’s named executive officers.

Was Deloitte & Touche LLP ratified as PJT’s auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as PJT’s independent registered public accounting firm for 2026, with 37,397,361 votes “For,” 472,022 “Against,” and 9,980 “Abstain,” confirming the firm’s appointment for the fiscal year.

What were the broker non-votes reported at PJT’s 2026 annual meeting?

Broker non-votes totaled 4,903,264 shares for the director elections and the advisory vote on executive compensation, while there were no broker non-votes reported for the auditor ratification proposal, which typically allows discretionary broker voting.

When and where was PJT’s 2026 Annual Meeting of Stockholders held?

PJT Partners Inc. held its 2026 Annual Meeting of Stockholders on June 18, 2026. The company’s principal executive offices are at 280 Park Avenue, New York, New York 10017, though the filing focuses on voting results rather than meeting logistics.

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