Business Context and Reporting Period
This Form 8-K filing by Evercore Partners Inc. reports on the annual meeting of stockholders held on June 7, 2012. The document details the final tabulation of votes cast on three specific matters: the election of directors, the approval of a stock incentive plan, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
Election of Directors
All eight nominees were elected to the Board of Directors. The vote counts were as follows:
- Roger C. Altman: 23,494,980 For; 8,830,823 Withheld.
- Pedro Aspe: 22,547,352 For; 9,778,451 Withheld.
- Richard I. Beattie: 23,171,754 For; 9,154,049 Withheld.
- Francois de Saint Phalle: 26,967,868 For; 5,357,935 Withheld.
- Gail B. Harris: 29,015,824 For; 3,309,979 Withheld.
- Curt Hessler: 29,229,989 For; 3,095,814 Withheld.
- Anthony N. Pritzker: 29,161,461 For; 3,164,342 Withheld.
- Ralph L. Schlosstein: 25,147,715 For; 7,178,088 Withheld.
Broker non-votes totaled 3,840,535 for all director elections.
Stock Incentive Plan Approval
The proposal to approve the Amended and Restated 2006 Evercore Partners Inc. Stock Incentive Plan was rejected by stockholders.
- For: 11,254,927
- Against: 20,794,331
- Abstain: 276,545
- Broker non-votes: 3,840,535
Auditor Ratification
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2012.
- For: 36,072,484
- Against: 87,418
- Abstain: 6,436
- Broker non-votes: 0
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors beyond the standard disclosure of the voting outcomes. The rejection of the stock incentive plan represents a significant governance event that may require management to revise the proposal or address shareholder concerns in future communications.
Key Facts for Investor Verification
- Verify the specific reasons for the rejection of the 2006 Stock Incentive Plan, as the "Against" votes significantly outnumbered the "For" votes.
- Confirm the total number of shares outstanding and the percentage of shares represented by the "Withheld" votes for directors, particularly for Roger C. Altman and Pedro Aspe, who received the highest withheld counts.
- Review subsequent filings to determine if Evercore will propose a revised stock incentive plan or if the rejection impacts executive compensation structures.
- Note that broker non-votes were substantial (3,840,535) for the director elections and the incentive plan, indicating a significant portion of shares held in street name did not receive voting instructions.