8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2021

EVERCORE INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-32975	20-4748747
(Commission File Number)	(I.R.S. Employer Identification No.)

55 East 52nd Street New York, New York	10055
(Address of Principal Executive Offices)	(Zip Code)

(212) 857-3100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	EVR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 26, 2021, Ralph L. Schlosstein notified the Board of Directors (the “Board”) of Evercore Inc. (the “Company”) that he will be stepping down as the Co-Chairman of the Board and Co-Chief Executive Officer of the Company, and resigning from the Board, effective as of February 25, 2022 (the “Effective Date”).    On the Effective Date, John S. Weinberg, who currently serves as the Company’s Co-Chairman of the Board and Co-Chief Executive Officer, will become the sole Chairman of the Board and Chief Executive Officer. Following the Effective Date, the Company expects that Mr. Schlosstein will continue his employment with the Company as Chairman Emeritus.

A copy of the press release announcing this event is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Evercore Inc., dated October 27, 2021
104	Cover Page Interactive Data is formatted in Inline XBRL (and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVERCORE INC.
	/s/ Jason Klurfeld
	By: Jason Klurfeld
	Title: General Counsel

Date: October 27, 2021

EX-99.1

Exhibit 99.1

Ralph Schlosstein to Step Down as Co-Chairman and Co-CEO of Evercore in February 2022

Current Co-Chairman and Co-CEO John S. Weinberg Named Sole Chairman and CEO

NEW YORK, October 27, 2021 – Evercore (NYSE: EVR) announced today that Ralph Schlosstein will step down as Co-Chairman and Co-Chief Executive Officer, effective February 25, 2022, a role that he has shared with John Weinberg since July 2020. Mr. Weinberg will become the sole Chairman of the Board of Directors and Chief Executive Officer at that time. Prior to becoming Co-Chairman and Co-CEO, Mr. Schlosstein served as President and Chief Executive Officer since May 2009 when he joined the Firm. Mr. Schlosstein will also resign from the Board of Directors, effective February 25, 2022, but will remain with Evercore as Chairman Emeritus, working with Evercore’s advisory and institutional investor clients and advising senior management.

“Leading Evercore for the past 12 years alongside Roger and, more recently, John, has been one of the greatest privileges of my career, and I am incredibly proud of what we have accomplished together,” said Mr. Schlosstein. “I am perhaps most gratified for having had the opportunity to work closely with many of the most talented professionals in our industry to grow and transform Evercore into a truly elite global investment banking advisory firm. We have risen to meet unexpected challenges and pursued new opportunities to broaden and diversify our capabilities and to solidify our market position, all with the commitment to excellence and integrity that have defined our Firm from the beginning. I am confident that Evercore will continue to thrive under John’s leadership and I look forward to contributing in my new role to the Firm’s future success.”

Roger Altman, Evercore Founder and Senior Chairman, said, “Ralph’s record over almost 13 years as CEO of Evercore is so good that it is hard to describe. Not only did the Firm achieve record revenues and earnings in all but one of those years. But, Ralph broadened the Firm’s capabilities and its base of talent in astonishing and singular ways. He conceived and built our entire set of capital markets businesses, for example, and they are thriving today and serving clients in ways that seemed unimaginable before he joined the Firm. Ralph and I have been regular colleagues and close friends for more than 40 years. He is a very special talent and human being. And, I know that he will continue to make important contributions to Evercore.”

Mr. Altman continued, “Since joining Evercore, John has led the Firm with the utmost integrity, both in his work with clients and in his commitment to fostering a culture of excellence. He is deeply respected by clients and colleagues alike for his principled approach, innovative thinking, and thoughtful leadership. With his talent for building and growing businesses and his trusted relationships with clients, John is the right CEO for Evercore’s next chapter and I look forward to continuing to work closely with him.”

Mr. Weinberg said, “It would be an understatement to say that Ralph has had a transformative impact on Evercore. Twelve and a half years ago, Ralph joined Roger to help drive growth and shape the Firm that we are today. They built the Firm on the founding principles of always putting clients first and on integrity, excellence, independence, objectivity and transparency. They have done this while creating a culture of teamwork, mentorship and inclusivity. With energy, vision and intensity, Ralph has executed and promoted outstanding talent and has built the broadest set of capabilities of any independent firm on the Street. It has been a privilege to serve as Ralph’s partner and to be his colleague and friend. Along with Roger and the rest of our leadership team, we will work hard to deliver on our commitments to our stakeholders and will continue to seek out opportunities to expand our client footprint and capabilities. I have no doubt that Evercore’s future is very bright.”

Gail B. Harris, Lead Director of the Board of Directors, said, “The entire Board is deeply indebted and grateful to Ralph for his leadership, vision and invaluable contributions in helping build Evercore into one of the pre-eminent global investment banking advisory firms. He has been a remarkable CEO and leader who, from the beginning of his tenure at Evercore, has cultivated an environment of transparency and excellence, and demonstrated a creative approach to scaling the business while maintaining a measured perspective on managing risk. The Board could not ask for better partners than Ralph, Roger and, more recently, John.”

Ms. Harris continued, “We were fortunate when John joined Evercore five years ago to lead the Firm with Ralph and Roger, and we are delighted that he has agreed to become the sole CEO. With his integrity, strategic vision and leadership abilities, John is the right person to lead Evercore to the next level.”

About Evercore

Evercore (NYSE: EVR) is a premier global independent investment banking advisory firm. We are dedicated to helping our clients achieve superior results through trusted independent and innovative advice on matters of strategic significance to boards of directors, management teams and shareholders, including mergers and acquisitions, strategic shareholder advisory, restructurings, and capital structure. Evercore also assists clients in raising public and private capital and delivers equity research and equity sales and agency trading execution, in addition to providing wealth and investment management services to high net worth and institutional investors. Founded in 1995, the Firm is headquartered in New York and maintains offices and affiliate offices in major financial centers in the Americas, Europe, the Middle East and Asia. For more information, please visit www.evercore.com.

Investor Contact:

Hallie Elsner Miller

Head of Investor Relations

+1.917.386.7856

Media Contact:

Dana Gorman

Abernathy MacGregor, for Evercore

+1.212.371.5999

XML

Document and Entity Information	Oct. 26, 2021
Cover [Abstract]
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Entity Central Index Key	0001360901
Document Type	8-K
Document Period End Date	Oct. 26, 2021
Entity Registrant Name	EVERCORE INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-32975
Entity Tax Identification Number	20-4748747
Entity Address, Address Line One	55 East 52nd Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10055
City Area Code	(212)
Local Phone Number	857-3100
Written Communications	false
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.01 per share
Trading Symbol	EVR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false