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EVR > SEC Filings for EVR > Form 8-K on 20-Jun-2013All Recent SEC Filings

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Form 8-K for EVERCORE PARTNERS INC.


20-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote


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

(e) On June 19, 2013, Evercore Partners Inc. ("Evercore") held its 2013 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, Evercore's stockholders approved the amended and restated 2006 Evercore Partners Inc. Stock Incentive Plan (the "Amended and Restated Plan"), which had previously been approved by the Board of Directors of Evercore subject to the approval of its stockholders.

The Amended and Restated Plan is substantially the same as the current 2006 Evercore Partners Inc. Stock Incentive Plan, except that it has been amended to
(1) authorize an additional 5 million shares and (2) expressly prohibit the repricing of options and stock appreciation rights without stockholder approval.

The material features of the Amended and Restated Plan are described in Evercore's definitive proxy statement for the Annual Meeting filed on April 26, 2013 (the "Proxy Statement"), and the description of the plan included in the Proxy Statement is incorporated herein by reference as Exhibit 99.1 hereto. The above description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, a copy of which is attached hereto as Exhibit 10.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) As stated above, Evercore held its annual meeting of stockholders on June 19, 2013.

(b) Stockholders voted on the matters set forth below.

1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following final tabulation of votes cast:

         Roger C. Altman            For                          34,020,685
                                    Withheld                      1,509,138
                                    Broker non-votes              2,008,104

         Pedro Aspe                 For                          33,698,608
                                    Withheld                      1,831,215
                                    Broker non-votes              2,008,104

         Richard I. Beattie         For                          25,503,065
                                    Withheld                     10,026,758
                                    Broker non-votes              2,008,104

         Francois de Saint Phalle   For                          30,055,549
                                    Withheld                      5,474,274
                                    Broker non-votes              2,008,104

         Gail B. Harris             For                          34,285,431
                                    Withheld                      1,244,392
                                    Broker non-votes              2,008,104

         Curt Hessler               For                          34,934,676
                                    Withheld                        595,147
                                    Broker non-votes              2,008,104

         Robert B. Millard          For                          35,073,928
                                    Withheld                        455,895
                                    Broker non-votes              2,008,104

--------------------------------------------------------------------------------
           Anthony N. Pritzker    For                          34,603,331
                                  Withheld                        926,492
                                  Broker non-votes              2,008,104

           Ralph L. Schlosstein   For                          34,946,078
                                  Withheld                        583,745
                                  Broker non-votes              2,008,104

2. The Amended and Restated 2006 Evercore Partners Inc. Stock Incentive Plan was approved based upon the following votes:

                         For                  23,456,252
                         Against              12,000,847
                         Abstain                  72,724
                         Broker non-votes      2,008,104

3. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Evercore Partners Inc. for the year 2013 was ratified. The final results of the voting on such matter are set forth below:

                         For                  37,114,210
                         Against                 365,404
                         Abstain                  58,313
                         Broker non-votes              0



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

  EXHIBIT
    NO.         DESCRIPTION

Exhibit 10.1    Amended and Restated 2006 Evercore Partners Inc. Stock Incentive
                Plan

Exhibit 99.1    The section entitled "Proposal No. 2 - Approval of the Amended and
                Restated 2006 Evercore Partners Inc. Stock Incentive Plan" of the
                definitive proxy statement of Evercore Partners Inc. on Schedule
                14A filed on April 26, 2013 is incorporated herein by reference


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