UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————
FORM
—————————
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
—————————
(Exact name of registrant as specified in its charter)
|
|
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
|
|
|
(Address of principal executive offices) |
(Zip Code) |
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 each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
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 August 4, 2022, the Board of Directors (the “Board”) of PJT Partners Inc. (the “Company”) appointed K. Don Cornwell as a director of the Company, effective January 20, 2023. The appointment of Mr. Cornwell increases the size of the Board to seven members. The Board has designated Mr. Cornwell as a Class II director who will stand for election by the Company’s shareholders at the Company’s Annual Meeting to be held in 2023.
Mr. Cornwell joined the Company in February 2015 as one of its earliest partners and played an integral role in building out the Company’s Strategic Advisory business while also advising on some of the most significant gaming, sports and entertainment deals in the industry. Prior to joining the Company, he had an 18-year career at Morgan Stanley in the Mergers and Acquisitions Group, where he led its sports practice. Prior to Morgan Stanley, Mr. Cornwell worked at McKinsey & Co. as a management consultant and in corporate development for the National Football League.
Mr. Cornwell also serves on the Board of Trustees of Harlem Children’s Zone, East Harlem Tutorial Program, as well as the Board of Directors of New York Cares and VFiles Foundation. He earned his AB in government from Harvard University and his MBA from Stanford University’s Graduate School of Business.
In connection with his service as a director, Mr. Cornwell will receive the Company’s previously disclosed standard compensation for non-employee directors, as described in the “Compensation of Directors” section of the Company’s Proxy Statement for the 2022 annual meeting of stockholders of the Company, which was filed with the Securities and Exchange Commission on March 16, 2022.
A press release announcing the appointment of Mr. Cornwell as a director, as described above, is attached as Exhibit 99.1.
Item 9.01. |
Financial Statements and Exhibits. |
(d)Exhibits.
Exhibit Number |
|
Description |
99.1 |
|
Press release of PJT Partners Inc. issued on August 8, 2022. |
104 |
|
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
|
|
|
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.
PJT Partners Inc. |
|
By: |
/s/ David A. Travin |
|
Name: David A. Travin |
|
Title: General Counsel |
Date: August 8, 2022
Exhibit 99.1
|
|
|
K. Don Cornwell to Join PJT Partners Board of Directors |
New York, August 8, 2022: PJT Partners Inc. (the “Company” or “PJT Partners”) (NYSE: PJT) today announced the appointment of K. Don Cornwell to its Board of Directors (the “Board”). He will assume his role on the Board in January 2023, and will continue as a Partner in PJT Partners’ Strategic Advisory business until then.
Mr. Cornwell joined PJT Partners in February 2015 as one of its earliest partners and played an integral role in building out the Company’s Strategic Advisory business while also advising on some of the most significant gaming, sports and entertainment deals in the industry. Prior to joining PJT Partners, he had an 18-year career at Morgan Stanley in the Mergers and Acquisitions Group, where he led its sports practice. Prior to Morgan Stanley, Mr. Cornwell worked at McKinsey & Co. as a management consultant and in corporate development for the National Football League.
Mr. Cornwell recently formed a new independent venture, Dynasty Equity, a global sports investment firm focused on making minority investments in professional sports teams and leagues.
Mr. Cornwell also serves on the Board of Trustees of Harlem Children’s Zone, East Harlem Tutorial Program, as well as the Board of Directors of New York Cares and VFiles Foundation. He earned his AB in government from Harvard University and his MBA from Stanford University’s Graduate School of Business.
Paul J. Taubman, Chairman and Chief Executive Officer of PJT Partners, said, “I am delighted to have Don join our Board of Directors. As a longtime colleague and one of the earliest partners at PJT Partners, Don has played an instrumental role in the growth and development of our firm and our culture. I am pleased that with Don joining our Board, we will continue to benefit from his unparalleled insight, unique perspective and intimate knowledge of our business and industry.”
Mr. Cornwell said, “Being part of PJT Partners’ growth – from eight to over 800 employees – has been one of the highlights of my career. I am excited to partner with Paul and the rest of the Board as we continue our journey of growth. When Paul started the firm, he knew sports would be an important part of the early growth story and I am proud of what we – including the late former NBA Commissioner and PJT Partners Senior Advisor David Stern – have accomplished together. Starting Dynasty Equity is the right next step for me but being able to stay connected to an organization I am passionate about was important to me and joining the Board is the perfect way to do it.”
About PJT Partners
PJT Partners is a premier global advisory-focused investment bank. We offer a unique portfolio of advisory services designed to help our clients achieve their strategic objectives. Our team of senior professionals delivers a range of strategic advisory, capital markets advisory, restructuring and special situations and shareholder advisory services to corporations, financial sponsors, institutional investors
Media Relations: Jon Keehner Joele Frank, Wilkinson Brimmer Katcher Tel: +1 212.355.4449 PJT-JF@joelefrank.com |
Investor Relations: Sharon Pearson PJT Partners Inc. Tel: +1 212.364.7120 pearson@pjtpartners.com |
and governments around the world. We also provide private fund advisory and fundraising services for alternative investment strategies, including private equity, real estate, hedge funds and private credit. To learn more about PJT Partners, please visit our website at www.pjtpartners.com.
2
Document and Entity Information |
Aug. 04, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 04, 2022 |
Entity Registrant Name | PJT Partners Inc. |
Entity Central Index Key | 0001626115 |
Entity Emerging Growth Company | false |
Entity File Number | 001-36869 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 36-4797143 |
Entity Address, Address Line One | 280 Park Avenue |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10017 |
City Area Code | (212) |
Local Phone Number | 364-7800 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of each class | Class A common stock, par value $0.01 per share |
Trading Symbol(s) | PJT |
Name of each exchange on which registered | NYSE |
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end
/N7R_22AXQ%R0E%TYH1 C&U\:^2[)'KK]E5EX=;SV3(%LW;^A5X>(YY )QIQFG2T5$LTXECB,@E&LQD4((=WZZ[M]VS&]*^/"5GOW=^:5]^/".=SQ<7W9N;[N?+HYX Y?R0RD!^:
M]W-^P&R (=78LQ(%=3>4,#0Y%HGL$ ,H^JB/J[^?@*?#DKB)BKLH4Q:A0D&"
MMWPS?2, FUH)\D#'I*4CO)Z.2L^83M,^\B:U,J9@DD[V,-$LA, 2]Q.BCG_G
MY)GZT '5AL0H,22@"[71FIH?L^:7WCH? [1]#V6U0O1,?!OI?AKZR=P+ ?]=
M4.$,DW!131N;QD[#BF^;R-NK23A49YD%V)=@W^+*@@QS4NV]RB;.F=PSM$A[
M(.D.U(Y*%%%GB*]DZM&>W0^]GA>19M.P7E!,O0=POL\ 3M,PK3/