EVERCORE INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)
(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 35,201,867
Withheld 331,045
Broker non-votes 3,202,970
Richard I. Beattie For 35,197,441
Withheld 335,471
Broker non-votes 3,202,970
Pamela G. Carlton For 35,035,475
Withheld 497,437
Broker non-votes 3,202,970
Ellen V. Futter For 34,963,015
Withheld 569,897
Broker non-votes 3,202,970
Gail B. Harris For 34,246,781
Withheld 1,286,131
Broker non-votes 3,202,970
Robert B. Millard For 34,350,033
Withheld 1,182,879
Broker non-votes 3,202,970
Willard J. Overlock, Jr. For 35,002,818
Withheld 530,094
Broker non-votes 3,202,970
Sir Simon M. Robertson For 34,671,215
Withheld 861,697
Broker non-votes 3,202,970
John S. Weinberg For 34,128,933
Withheld 1,403,979
Broker non-votes 3,202,970
William J. Wheeler For 34,973,443
Withheld 559,469
Broker non-votes 3,202,970
Sarah K. Williamson For 35,006,022
Withheld 526,890
Broker non-votes 3,202,970
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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 32,569,339 Against 2,937,375 Abstain 26,198 Broker non-votes 3,202,970
3. The non-binding, advisory vote on the frequency of future say-on-pay votes received support for every one year as recommended in Proposal 3 based on the following final tabulation of votes:
One Year 34,288,509 Two Years 8,021 Three Years 1,220,695 Abstain 15,687 Broker non-votes 3,202,970
4. The Second Amended and Restated 2016
For 23,404,287 Against 11,971,804 Abstain 156,821 Broker non-votes 3,202,970
5. The appointment of
For 38,439,752 Against 285,818 Abstain 10,312 Broker non-votes N/A (c) Not applicable.
(d) Evercore's Board of Directors considered the results of the vote on the frequency of future say-on-pay votes, and determined that Evercore will hold a say-on-pay vote on an annual basis. The Board will reevaluate this determination after the next non-binding advisory vote on the frequency of future say-on-pay votes.
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Item 9.01 Submission of Matters to a Vote of Security Holders.
(d) Exhibits Exhibit No. Description 10.1 Second Amended and Restated 2016Evercore Inc. Stock Incentive Plan (incorporated by reference from Annex B to Evercore's definitive proxy statement filed onApril 29, 2022 ). 99.1 Description of the Second Amended and Restated 2016Evercore Inc. Stock Incentive Plan (incorporated by reference from section entitled "Proposal 4 - Approval of the Second Amended and Restated 2016Evercore Inc. Stock Incentive Plan" in Evercore's definitive proxy statement filed onApril 29, 2022 ). 104 Cover Page Interactive Data is formatted in Inline XBRL (and contained in Exhibit 101)
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