Business Context and Reporting Period
This Form 8-K Current Report was filed by Evercore Partners Inc. on January 31, 2013, covering events occurring on January 29, 2013. The filing addresses Item 5.02 regarding the appointment of certain officers and compensatory arrangements.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation and does not contain financial performance data.
Material Changes
On January 29, 2013, the Compensation Committee granted 50,000 restricted stock units (RSUs) to Ralph L. Schlosstein, President and Chief Executive Officer, under the Company's 2006 Stock Incentive Plan. This represents a new compensatory arrangement subject to specific vesting conditions.
Guidance, Outlook, and Risks
Vesting Conditions: The RSUs vest under two primary scenarios:
- Time and Performance: On the 4th anniversary of the grant date, provided Mr. Schlosstein remains employed and the stock price closes at or above $45 for 20 consecutive trading days.
- Termination Events: If employment terminates prior to the 4th anniversary due to termination without Cause, death, or Disability, provided the stock price condition ($45 for 20 consecutive days) is met prior to termination.
Risks and Contingencies: Unvested RSUs are subject to forfeiture in the event of a breach of certain restrictive covenants. Shares are eligible for net settlement for withholding tax purposes upon vesting.
Investor Verification Checklist
- Verify the full terms of the Restricted Stock Unit Award Agreement filed as Exhibit 10.1.
- Confirm the definition of "Cause," "Disability," and "termination without Cause" within the agreement.
- Monitor the Company's stock price relative to the $45 threshold required for vesting.
- Review the 2006 Stock Incentive Plan for remaining availability of shares for future grants.