Evercore Inc
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.14a-12 EVERCORE INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than The Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS June 17, 2021 The Annual Meeting of Stockholders of Evercore Inc. will be conducted online only, via live webcast, on June 17, 2021, at 9:00 a.m., Eastern Time. There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/EVR2021. Agenda and Board Recommendations Board Voting Proposal Recommendation 1. Election of the 13 nominees named in this proxy statement to serve on our Board of Directors until the 2022 annual meeting FOR each nominee 2. Non-binding, advisory vote to approve executive compensation of our named executive officers FOR 3. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2021 FOR We will also act on any other business as may properly come before our Annual Meeting of Stockholders or any adjournments or postponements thereof. Our Board of Directors has fixed the close of business on April 23, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements of that meeting. BY ORDER OF THE BOARD OF DIRECTORS Jason Klurfeld Corporate Secretary April 28, 2021 IT IS IMPORTANT THAT YOU CAREFULLY READ YOUR PROXY STATEMENT AND VOTE. LIVE WEBCAST BY MAIL VIA THE INTERNET BY TELEPHONE Participate in the annual Request printed Visit the website listed on your Call the telephone number listed meeting (see page 15 for more proxy materials and mail in a proxy card or Notice on your proxy card information) completed proxy card IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 17, 2021: Prior to June 17, 2021, the Notice of Annual Meeting, Proxy Statement, Form of Proxy and 2020 Annual Report to Shareholders will be available electronically at www.proxyvote.com. These materials are also available at www.evercore.com. Table of Contents LETTER FROM THE CO-CHAIRMEN OF THE BOARD AND CO-CEOS April 28, 2021 Dear Fellow Shareholder: On behalf of the Board of Directors, we cordially invite you to our 2021 Annual Meeting of Stockholders to be held online, via live webcast only, on Thursday, June 17, 2021, at 9:00 a.m., Eastern Time. This proxy statement describes Evercore’s accomplishments, practices and governance in 2020. As the COVID-19 pandemic began to spread in early 2020, we quickly realized that it would be a year unlike any other for our firm. The pandemic presented unprecedented operational and business challenges and, fortunately for our firm, many opportunities. We responded to these challenges and opportunities with four important objectives in mind: • Ensuring the health and safety of our employees and their families; • Pivoting our services to address the evolving needs of our corporate, institutional investor and wealth management clients; • Operating collaboratively, effectively and securely, leveraging technology in both new and more conventional ways; and • Maintaining our strong and liquid balance sheet. Our strong 2020 results demonstrate that Evercore is an all-weather firm, capable of advising clients on their most important strategic, financial and capital needs in widely varied environments. Our ongoing initiatives over the last several years to invest in broadening and diversifying our capabilities contributed to a record year for our firm on many levels, as the breadth of our advisory work, the strength of our restructuring business, the growth of our underwriting business and the success of our equities and wealth management businesses allowed us to respond to the unique and varied challenges that arose over the course of 2020. Our exceptional team was guided by our Core Values and a commitment to collaboration throughout 2020, and remains dedicated to these principles as we continue to pursue our long-term growth goals. As leaders of the firm, we are extraordinarily proud of how we served our clients and collaborated with each other, despite the vast majority of our firm working remotely for most of the year. We also saw the increased importance of good corporate citizenship and the continued integration of sustainability considerations into our business model. At Evercore, we believe addressing environmental, social and governance (ESG) matters is fundamental to running a successful business. Our integrated approach to sustainability has become an important part of the fabric of our culture and work environment and is embedded in everything that we do. As a human capital-intensive business, our impact can most readily be seen in our commitment to our people and our Core Values, especially with regard to diversity, equity and inclusion (DE&I). We are deeply committed to being one of the top places to work for the most talented professionals in the industry, and while we are proud of our inclusive organizational culture, as described in more detail in the proxy statement, we recognize there is still important work to do. We are committed to taking real action when it comes to DE&I and providing meaningful updates on our progress. Finally, in July of 2020, we were each appointed to serve as Co-Chairman of the Board of Directors and Co-Chief Executive Officer. This arrangement very much represents the natural progression of our productive partnership over the last few years, and we are excited about the prospects and direction of the firm moving forward. As Co-Chairmen of the Board and Co-Chief Executive Officers, we will continue to execute our long-term growth strategy and maintain our commitment to our clients, our people, our communities and our other stakeholders. Table of Contents At this year’s Annual Meeting, you will be asked to vote on several items, including the election of our directors and our executive compensation program. We engage extensively with our shareholders on an ongoing basis and seek feedback regarding our performance, corporate governance, compensation and sustainability practices and other matters of interest to our shareholders. We encourage you to read the proxy statement carefully for more information. Your vote is important to us, and we hope that you will participate in the Annual Meeting and vote as promptly as possible through any of the acceptable means described in this proxy statement. Instructions on how to vote begin on page 10. Thank you for your continued support of Evercore. Ralph Schlosstein John Weinberg Co-Chairman of the Board and Co-Chairman of the Board and Co-Chief Executive Officer Co-Chief Executive Officer Table of Contents TABLE OF CONTENTS PROXY SUMMARY 1 GENERAL INFORMATION 9 PROPOSAL 1—ELECTION OF DIRECTORS 17 EXECUTIVE OFFICERS 23 RELATED PERSON TRANSACTIONS AND OTHER INFORMATION 24 CORPORATE GOVERNANCE 29 DIRECTOR COMPENSATION 36 COMPENSATION DISCUSSION & ANALYSIS 38 COMPENSATION COMMITTEE REPORT 64 PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION 65 PAY RATIO 66 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 67 REPORT OF THE AUDIT COMMITTEE 69 PROPOSAL 3—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 70 SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2022 ANNUAL MEETING 71 HOUSEHOLDING OF ANNUAL MEETING MATERIALS 71 OTHER MATTERS 71 GLOSSARY OF KEY DEFINED TERMS 72 ANNEX A: U.S. GAAP RECONCILIATIONS A-1 Table of Contents PROXY SUMMARY This summary highlights certain information and is intended to assist you in reviewing the proposals. You should read the entire Proxy Statement carefully before voting. Your vote is important. Whether or not you plan to participate in the Annual Meeting, we encourage you to vote your shares promptly. In this Proxy Statement, unless the context requires otherwise, the “Company” or “Evercore” refers to Evercore Inc. and “we,” “us” or “our” all refer to Evercore and its subsidiaries. For ease of reference, we have included definitions of the abbreviations, capitalized terms and other terms frequently used in this Proxy Statement in the Glossary of Key Defined Terms beginning on page 72. 2021 Annual Meeting Information Date and Time Place Record Date 9:00 a.m., Eastern Time Online via live webcast at April 23, 2021 Thursday, June 17, 2021 www.virtualshareholdermeeting.com/EVR2021.