What is included in the proxy materials?
Our proxy materials, which are available on our website at www.evercore.com under the Resources tab of the
For Investors link, include our Notice of 2021 Annual Meeting of Stockholders, our Proxy Statement and our 2020 Annual Report to shareholders. If you received printed versions of these materials by mail (rather than through electronic
delivery), these materials also included a proxy card or voting instruction form.
What type of financial information is used in this
Proxy Statement?
The Evercore financial measures in this Proxy Statement are those prepared in accordance with
U.S. GAAP, unless they are designated as non-GAAP measures, in which case a reconciliation to the U.S. GAAP numbers is included in Annex A.
How does Evercores corporate structure impact Evercores share count and vote calculation?
The diagram on page 12 depicts our organizational structure. Our structure is similar to an umbrella partnership real estate
investment trust, or UPREIT structure, which is common in the real estate sector and with human capital-intensive businesses which have gone public.
Certain of our SMDs and other individuals and entities hold some of their equity in limited partnership units and interests
issued by Evercore LP, a Delaware limited partnership. These include Class A units, Class E units, Class I-P units (which may convert into Class I units) and
Class K-P units (which may convert into Class K units) in Evercore LP.
Class A, Class E, Class I and Class K units of Evercore LP are exchangeable, at the discretion of the
unit holder and without the payment of any consideration, on a one-for-one basis for shares of our Class A common stock, subject to customary conversion rate
adjustments for stock splits, stock dividends and reclassifications.
The
Class I-P units (which are held by Mr. Weinberg) generally convert, on March 1, 2022, into a specified number of Class I units, contingent on the achievement of stock price targets and
subject to the participants continued service with the Company (which Class I units will, in turn, be exchangeable for Class A common stock as noted above). These stock price targets have been achieved.
The Class K-P units generally convert, on specified vesting dates, into a number
of Class K units, contingent upon the achievement of certain defined benchmark results and subject to the participants continued service with the Company (which Class K units will, in turn, be exchangeable for Class A common
stock as noted above). The performance conditions applicable to a portion of the outstanding Class K-P units have been achieved.
Generally, all holders of Class A units, Class E units, Class I units,
Class I-P units, Class K units and Class K-P units (collectively, Voting Units), other than the Company, have the same voting rights as
holders of Class A common shareholders through the ownership of our Class B common stock, which entitles each holder to one vote for each unit held by such holder. Holders of our Class A common stock and Class B common stock vote
together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law.
The Class B common stock has no economic rights. The Company funds dividends to holders of our Class A common stock
by causing Evercore LP to make distributions to its partners, including the Company. Evercore LP makes pro-rata distributions to its partners based on their interest in Evercore LP concurrently with Evercore
LP distributions to the Company (provided that holders of Class I-P and Class K-P units are not entitled to regular or extraordinary distributions).
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