Evercore (EVR) Proxy filing summary

Executive summary

• Achieved record adjusted net revenues of $3.86 billion in 2025, with strong performance across advisory, equities, and investment management platforms.

• Returned $812.4 million to shareholders in 2025 through dividends and share repurchases, maintaining a strong capital return philosophy.

• Continued diversification of revenue streams, with approximately 45% of revenues from non-M&A businesses.

• Added the largest class of external Investment Banking Senior Managing Directors and promoted talent internally.

• Maintained a pay-for-performance compensation model, closely aligning executive pay with company performance and shareholder outcomes.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2027 annual meeting, all recommended by the Board.

• Advisory vote to approve executive compensation (Say on Pay), with strong historical shareholder support (94% approval in 2025).

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Approval of the Fourth Amended and Restated 2016 Stock Incentive Plan, increasing authorized shares by 5 million to support long-term compensation planning.

• No shareholder proposals met criteria for inclusion at the 2026 meeting.

Board of directors and corporate governance

• Board consists of 11 nominees, including nine independent directors and a diverse mix of backgrounds and expertise.

• Added a new independent director, Christine A. Varney, and refreshed committee memberships.

• Lead independent director presides over executive sessions and Board evaluations.

• Annual Board and committee self-evaluations and regular executive sessions without management.

• Majority voting resignation policy requires directors not receiving majority support to tender resignation.