{"url_path":"/sec/evr/proxy/2026-05-21/000119312526234771","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1360901/0001193125-26-234771-index.html","accession_number":"0001193125-26-234771","cik":"0001360901","ticker":"EVR","issuer_name":"Evercore Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1360901/0001193125-26-234771-index.html","primary_entity_key":"0001360901","primary_entity_name":"Evercore Inc."},"word_count":2113,"has_tables":true,"body_markdown":"DEFA14A\n1\nd124115ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\n**(Amendment No. )**\n\nFiled by the Registrant ☒     \n\nFiled by a party other than the Registrant ☐\n\nCheck the\nappropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n☐\n\n**Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material Pursuant to Section 240.14a-12\n\n**EVERCORE INC.**\n\n**(Name of Registrant as Specified In Its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)**\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒\n\nNo fee required.\n\n☐\n\nFee paid previously with preliminary materials.\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n14a-6(i)(1) and 0-11\n\n[*Cover E-mail*]\n\nDear Shareholder:\n\nI wanted to follow up on my previous email\nregarding our equity plan proposal. While we appreciate your independent analysis, we also wanted to share our response to ISS’s recommendation against our equity plan proposal, which is attached. We believe this recommendation reflects a\nfundamental flaw in ISS’s methodology. ISS focuses solely on gross share issuance and gives no credit for offsetting share repurchases. In practice, however, we have administered our equity plan alongside an active share repurchase program for\nmore than a decade. As a result, our overall share count has declined over time, and shareholders have not experienced dilution. In fact, we have achieved a negative net burn rate over the past three years.\n\nWe also thought you may find interesting an article published by FCLTGlobal, an organization focused on long-term investing and governance, addressing this\nsame issue in the context of targeted share repurchase programs:\nhttps://www.fcltglobal.org/resource/iss-calls-it-dilution-it-isnt/\n. FCLTGlobal published this piece as part of its ongoing research into the structural barriers companies face when trying to expand equity ownership to employees. The article discusses how ISS’s methodology measures gross\nshare issuance rather than net dilution and therefore can produce negative recommendations even where companies are actively repurchasing shares and reducing overall share count, as is the case with Evercore.\n\nPlease let us know if a call would be helpful to address any questions or concerns you may have in advance of the Annual Meeting.\n\nThank you for your time and consideration of this very important matter for us.\n\nDear Shareholder:\n\nWe are writing to ask for your critical support for the proposals to be voted on at Evercore’s 2026 Annual Meeting of Stockholders and\nto express our appreciation for your independent analysis in conducting your evaluation. Our Board continues to unanimously recommend you cast your vote FOR all proposals, and we would like to draw your attention specifically to Proposal No. 4,\nour proposal to increase the number of shares available under our equity incentive plan by 5.0 million shares. We are requesting an additional 5.0 million shares to provide greater certainty in managing our compensation program and to\nsupport a long-term, strategic approach to planning—consistent with a firm of our size and complexity.\n\nIn its report (the\n“ISS Report”), Institutional Shareholder Services (“ISS”) supported our say-on-pay proposal and overall compensation program, acknowledging the\nalignment of pay and performance among other best practices of our compensation program. Nevertheless, as it has done in the past, ISS recommends shareholders vote against Proposal No. 4, based on its application of quantitative tests that\nfail to account for our anti-dilutive actions and that, in our view, are not well suited to our business and compensation model, industry, and equity compensation needs. Given its recommendation, and the importance of the proposal to our\nlong-standing business and compensation strategy, we believe it is imperative that we highlight the shortcomings of ISS’s analysis, which we have described in detail in Attachment A.\n\nIn addition to the flaws with its analysis, the ISS Report does not address the significant implications for us and our shareholders if their\nrecommendation is followed. If our proposal fails, we may be compelled to take one or more actions that our Board believes are not in the best interests of shareholders:\n\n•\n\nReplace the compensation paid to our employees in equity with cash or deferred cash, thereby decreasing their\nlong-term alignment with investors and reducing cash available to distribute to shareholders;\n\n•\n\nReduce the proportion of client-facing and revenue-generating employees that receive equity compensation,\nlimiting the scope of our employee base that is aligned with shareholders and similarly reducing cash available to distribute to shareholders; or\n\n•\n\nReduce our overall employee compensation, which is currently competitive and required to recruit, retain, promote\nand motivate key employees, especially in the midst of increased competition for top talent.\n\nEvercore believes that any\nof these actions would be detrimental to our ability to continue executing our growth strategy and creating value for shareholders.\n\nAs\nyou make your voting decision, we ask that you bear in mind that as a human capital-based business, equity is a fundamental element of our pay-for–performance compensation and retention philosophy that\nmotivates our employees throughout the organization. Over the past three years, more than 90% of all equity awards granted have been granted to non-executive officers. We also ask that you consider the\nimpact of our share repurchase program, which is not reflected in the ISS analysis and has resulted in an average net negative burn rate of -0.6% over the past three years. We believe this approach has\ncontributed meaningfully to our strong financial performance and our 241% five-year total shareholder return as of December 31, 2025, which outpaced our peers, the S&P 500 and the S&P 500 Financials, as discussed in greater detail in\nour proxy materials. We have a track record of prudent equity compensation management, which has been critical for the successful execution of our growth strategy, employee retention and in our recruitment and promotion of our Senior Managing\nDirectors, who are the primary drivers of our revenue. We thank you for the time you have focused on this matter and your careful consideration of this proposal, and **for all the previously discussed reasons, our Board recommends that you vote\n“FOR” Proposal No.******** 4.**\n\n**Attachment A**\n\n**I.**\n\n**ISS’ Report Positively Highlights Numerous Qualitative Aspects of our Overall Compensation Practices**\n\nAs a preliminary matter, in analyzing the ISS Report, it is important to recognize that the adverse recommendation\nwas not due to concerns with the attributes of our overall compensation program or our underlying corporate governance policies. In fact, ISS supported our say-on-pay\nproposal again this year. In particular, ISS found that the pay and performance of our CEO is reasonably aligned and found that support for our compensation committee members is warranted. It also acknowledged the best practices in our plan and our\ncompensation program more broadly:\n\n✓  No repricing (or cash buybacks) of underwater stock\noptions or stock\nappreciation rights\n\n✓  No “evergreen” provision\n\n✓  No “liberal share recycling\n\n✓  No hedging of equity securities\n\n✓  Four-year deferred vesting of RSUs\n\n✓  Alignment of Pay and Performance\n\n✓  NEO awards are subject to clawback\n\nWhile ISS is aligned with us in its support of our overall compensation program and our Compensation Committee\nmembers, it does not support our use of equity compensation, which is a core component of that program and an important and effective vehicle for delivering a portion of overall compensation for a human capital-based business. This structure has\nserved us well, as can be seen by the talented and highly productive SMDs we have hired over the years and our strong growth and financial performance, as described in our 2026 Proxy Statement.\n\nShareholders have also recognized the value of our compensation program. Last year, more than 94 percent of votes cast supported our say-on-pay proposal and our shareholders have supported each of our three prior equity plan proposals. Our engagement with shareholders has revealed that the broad support for\nour overall program and use of equity is due to our shareholders taking the time to understand our business model and the benefits of using equity compensation in a human capital-based business and the flaws in ISS’s models.\n\n**II.**\n\n**The ISS Report Excludes from Its Quantitative Burn-Rate and Dilution Analyses the Anti-Dilutive Impact of\nour Share Repurchase Program.**\n\nOur share repurchase program is a fundamental component of our equity compensation\nstrategy and reflects our Board’s long-standing commitment to broad-based employee ownership while minimizing shareholder dilution. Although we use equity compensation broadly across the organization, we have more than offset the resulting\nshare issuance through repurchases. Over the past three years, while ISS calculated our unadjusted average burn rate at 5.35%, our repurchase activity resulted in a net burn rate of -0.6%.\n\nThe ISS methodology fails to account for these anti-dilutive actions and, in effect, penalizes us twice by excluding repurchases from the\nnumerator of its analysis while simultaneously reducing the denominator through the lower share count created by those repurchases. As a result, the ISS framework is fundamentally misaligned with our long-standing, shareholder-approved compensation\nmodel and makes it difficult for companies with broad-based equity programs and active repurchase practices to receive a favorable recommendation. As a practical matter, conforming to the ISS benchmark would require a significant overhaul of a\ncompensation strategy that has contributed meaningfully to our long-term growth and performance.\n\n**III.**\n\n**The ISS Report Compares Our Equity Compensation Practices to a Peer Group with Materially Different Capital\nStructures and Business Models.**\n\nOur Board, considering all relevant factors, has consistently determined it is in\nthe best interests of our shareholders to employ a broad-based equity compensation program paired together with anti-dilutive actions. Our direct peers, other publicly traded independent investment banking advisory firms, similarly operate human\ncapital-based businesses and have decided to employ similar equity compensation programs. Our use of equity and related performance on quantitative tests is comparable to this peer group. For example, while we do not believe that traditional burn\nrate calculations that are calculated without taking into account repurchases are a meaningful metric for us on a standalone basis, these metrics (and other stock compensation metrics) demonstrate that our equity compensation practices are in line\nwith our direct public independent investment banking advisory firm peer group.\n\n**3 Year Average Burn Rate**\n\n**(Not Adjusted for Repurchases)***\n\n**3 Year Average of Stock Compensation Expense***\n\n**Firm**\n\n**Three-YearAverageBurn Rate**\n\n**Firm**\n\n**3 Year AverageStock CompExpense (000s)**\n\n**Percentage ofGAAP NetRevenue**\n\n**PerEmployee**\n\n**Evercore**\n\n** **\n**5.7**\n**% **\n\n**Evercore**\n\n**$**\n**368,627**\n** **\n\n** **\n**11.94**\n**% **\n\n**$**\n**154,777**\n** **\n\nLazard\n\n8.7\n%\n\nLazard\n\n$\n296,000\n\n10.25\n%\n\n$\n90,033\n\nMoelis\n\n5.0\n%\n\nMoelis\n\n$\n183,298\n\n15.42\n%\n\n$\n141,507\n\nPJT Partners\n\n5.7\n%\n\nPJT Partners\n\n$\n207,355\n\n14.27\n%\n\n$\n184,097\n\nPWP\n\n7.6\n%\n\nHoulihan Lokey\n\n$\n163,991\n\n8.05\n%\n\n$\n62,173\n\n**Average**\n\n** **\n**6.54**\n**% **\n\nPWP\n\n$\n144,287\n\n24.17\n%\n\n$\n263,364\n\n**Average**\n\n**$**\n**227,260**\n** **\n\n** **\n**14.02**\n**% **\n\n**$**\n**149,325**\n** **\n\n***\n\n*See pgs. 76-77 of our 2026 Proxy Statement, available at https://investors.evercore.com/shareholder-services/online-investor-kit, for methodology.*\n\nA core flaw in the ISS analysis is its reliance on a peer group that we do not believe is appropriate for Evercore’s business. ISS\ncompares us against a broad “Financial Services” group that includes lenders, trading firms, mortgage REITs and asset managers — businesses that are materially less dependent on human capital and therefore do not share our\nrationale for broad-based equity compensation. The disconnect is reflected in the ISS Report itself: our three-year average equity grants to NEOs are less than one-sixth of the peer group average, underscoring\nhow fundamentally different our compensation model is from many of these firms. Yet ISS evaluates our program under the same framework. Many of the firms in the ISS peer group generate revenue primarily from financial capital rather than advisory\ntalent, while others rely on compensation structures such as carried interest or product-based deferred compensation instead of broad-based equity ownership. As a result, we do not believe comparisons across these fundamentally different business\nmodels provide a meaningful basis for evaluating our equity program. We continue to believe the most relevant comparison group is publicly traded independent investment banking advisory firms, and, as discussed in our 2026 Proxy Statement, our\ncompensation practices are comparable to those peers.\n\n**IV.**\n\n**Conclusion**\n\nIn closing, we ask that as you make your voting decision, you consider the concerns identified in this Attachment when evaluating the ISS\nrecommendation. While we understand ISS’ rationale for maintaining a standard quantitative framework, we believe it does a disservice to our shareholders by failing to compare us to an appropriate peer group and refusing to adjust its analysis\nfor our anti-dilutive practices. **We thank you for the time you have focused on this matter and your careful consideration of this proposal, and for all the previously discussed reasons, our Board recommends that you vote “FOR”\nProposal No.******** 4.**"}