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

Rhea-AI Filing Summary

PJT Partners Inc. filed an Item 5.07 Form 8-K disclosing the final results of its 18 June 2025 Annual Meeting of Stockholders. All three management-sponsored proposals received the necessary votes to pass.

Director elections: Paul J. Taubman was re-elected with 28,014,654 votes FOR (≈98.3%) and 494,070 WITHHOLD, while Emily K. Rafferty was re-elected with 23,326,315 votes FOR (≈81.8%) and 5,182,409 WITHHOLD. Broker non-votes totaled 4,065,896 for each nominee.

Say-on-Pay (advisory): Compensation of Named Executive Officers garnered strong support—32,697,067 FOR (≈97.8%), 731,896 AGAINST and 27,722 ABSTAIN, with 4,065,896 broker non-votes.

Auditor ratification: Deloitte & Touche LLP was ratified as independent auditor for 2025 with 36,786,380 FOR (≈98.1%), 701,910 AGAINST and 34,291 ABSTAIN.

No other matters were brought before shareholders, and the filing contains no financial performance data or strategic announcements.

Positive

• Strong shareholder support for Say-on-Pay (≈97.8% FOR), indicating investor confidence in executive compensation practices.
• Auditor ratification passed with ≈98.1% FOR votes, preserving continuity with Deloitte & Touche LLP and reducing audit-related risk.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR — Routine AGM; all proposals passed comfortably, limited investment impact.

The voting results indicate robust shareholder alignment with management. Say-on-Pay received nearly 98% support, exceeding typical S&P 500 averages (~92%), suggesting limited compensation-related dissent. Auditor ratification passed with an equally high margin, preserving continuity in financial oversight. Director re-election shows a divergence: Paul Taubman achieved near-unanimous backing, while Emily Rafferty’s 18% withhold rate signals moderate governance concerns but is still well within acceptable thresholds (<20-25% is generally considered manageable). Importantly, no proposals failed, and no new material actions (e.g., M&A, capital allocation changes) were introduced. As such, the disclosure is procedural; it does not alter valuation drivers, risk profile, or capital structure. I classify the filing as neutral/not impactful for investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

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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, 2025

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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.)

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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 2025 Annual Meeting of Stockholders (the "Annual Meeting") on June 18, 2025.

(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, 2025. 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
Paul J. Taubman		28,014,654		494,070		4,065,896
Emily K. Rafferty		23,326,315		5,182,409		4,065,896

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

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
32,697,067		731,896		27,722		4,065,896

Proposal 3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
36,786,380		701,910		34,291		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, 2025

FAQ

Did PJT shareholders approve the 2025 Say-on-Pay proposal?

Yes. 32,697,067 votes FOR (≈97.8%), 731,896 AGAINST, 27,722 ABSTAIN; 4,065,896 broker non-votes.

Which PJT directors were re-elected at the 2025 Annual Meeting?

Shareholders re-elected Paul J. Taubman and Emily K. Rafferty to the Board of Directors.

What were the vote percentages for PJT director nominees?

Taubman received ≈98.3% FOR; Rafferty received ≈81.8% FOR, based on FOR vs WITHHOLD tallies.

Was Deloitte & Touche LLP ratified as PJT’s auditor for 2025?

Yes. 36,786,380 FOR (≈98.1%), 701,910 AGAINST, 34,291 ABSTAIN.

Does the 8-K disclose any new financial results or transactions?

No. The filing is limited to shareholder voting outcomes; it contains no earnings data or transactional announcements.