[8-K] PJT Partners Inc. Reports Material Event
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.
- 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.
- None.
Insights
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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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 |
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FOR |
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WITHHOLD |
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BROKER NON-VOTES |
Paul J. Taubman |
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28,014,654 |
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494,070 |
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4,065,896 |
Emily K. Rafferty |
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23,326,315 |
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5,182,409 |
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4,065,896 |
Proposal 2. To approve, on an advisory basis, the compensation of our Named Executive Officers:
FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
32,697,067 |
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731,896 |
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27,722 |
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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 |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
36,786,380 |
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701,910 |
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34,291 |
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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. |
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By: |
/s/ David K.F. Gillis |
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Name: David K.F. Gillis |
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Title: Managing Director, Corporate Secretary |
Date: June 18, 2025
FAQ
Did PJT shareholders approve the 2025 Say-on-Pay proposal?
Which PJT directors were re-elected at the 2025 Annual Meeting?
What were the vote percentages for PJT director nominees?
Was Deloitte & Touche LLP ratified as PJT’s auditor for 2025?
Does the 8-K disclose any new financial results or transactions?
