What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-25 · 37 added, 34 removed, 239 unchanged (23% of the section changed)

2 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report.

Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to accomplish their objectives at the reasonable assurance level.

Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report.

Based upon that evaluation and subject to the foregoing, our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to accomplish their objectives at the reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

8 unchanged sentences

In making the assessment, management used the framework in Internal Control - Integrated Framework (2013) promulgated by the Committee of Sponsoring Organizations of the Treadway Commission .

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls over financial reporting were effective as of December 31, 2019 .

Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our internal controls over financial reporting were effective as of December 31, 2020.

The Company's independent registered public accounting firm has issued its written attestation report on the Company's internal control over financial reporting, as included below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

To the Stockholders and Board of Directors of

Evercore Inc.

31 unchanged sentences

The information regarding our Code of Business Conduct and Ethics, our audit committee and our audit committee financial expert under the caption "Corporate Governance" in the Proxy Statement is incorporated herein by reference.

The Company posts its Code of Business Conduct and Ethics on the Corporate Governance webpage within the For Investors section of its website at http://investors.evercore.com under the link "Governance Documents." The Company's Code of Business Conduct and Ethics applies to all directors, officers and employees, including our Executive Chairman, our Senior Chairman, our Chief Executive Officer and President, our Chief Financial Officer and our Principal Accounting Officer.

The Company posts its Code of Business Conduct and Ethics on the Corporate Governance webpage within the For Investors section of its website at http://investors.evercore.com under the link "Governance Documents." The Company's Code of Business Conduct and Ethics applies to all directors, officers and employees, including our Co-Chairmen and Co-Chief Executive Officers, our Senior Chairman, our Chief Financial Officer and our Principal Accounting Officer.

We will post any amendments to the Code of Business Conduct and Ethics, and any waivers that are required to be disclosed by the rules of either the SEC or the NYSE, on our website within the required periods.

19 unchanged sentences

Equity compensation plans not approved by shareholders (3)

Total 5,735,728 — 7,046,581

(1) Includes shares that may be issued upon the vesting of RSUs and dividend equivalents accrued thereon.

16 unchanged sentences

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Number Description

3.1 Restated Certificate of Incorporation of Evercore Inc., as filed with the Secretary of State of the State of Delaware on October 17, 2017 (26)

4 unchanged sentences

4.4 Form of 3.33% Series H senior notes due 2033 (29)

Description of Capital Stock (filed herewith)

10.1 Tax Receivable Agreement, dated as of August 10, 2006 (2)

5 unchanged sentences

10.7 Form of Indemnification Agreement between the Registrant and each of its directors (1)

Evercore Partners II L.L.C.

Limited Liability Company Agreement (1)

10.8 *Employment Agreement between the Registrant and Ralph L.

11 unchanged sentences

2006 Stock Incentive Plan (15)

*2014 Form Restricted Stock Unit Award Agreement for U.S.

Employees (16)

*2014 Form Restricted Stock Unit Award Agreement for the members of Evercore Partners International LLP (16)

*2014 Form Restricted Stock Unit Award Agreement for non-U.S.

Employees and non-members of Evercore Partners International LLP (16)

10.18 Contribution and Exchange Agreement, dated as of August 3, 2014, among ISI Holding, Inc., ISI Holding II, Inc., ISI Management Holdings LLC, ISI Holding, LLC, Edward S.

32 unchanged sentences

Stock Incentive Plan, Israeli Appendix (30)

10.40 *Amended and Restated 2016 Evercore Inc.

Stock Incentive Plan (31)

11 Not included as a separate exhibit - earnings per share can be determined from Note 18 to the consolidated financial statements included in Item 8 – Financial Statements and Supplemental Data.

2 unchanged sentences

24.1 Power of Attorney (included on signature page hereto)

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)

31.1 Certification of the Co-Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)

31.2 Certification of the Co-Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)

31.3 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith)

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

32.1 Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2 Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.3 Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, are formatted in Inline XBRL:

101.INS The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020, are formatted in Inline XBRL:

(i) Consolidated Statements of Financial Condition as of December 31, 2020 and 2019, (ii) Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018, (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text including detailed tags

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

101.SCH Inline XBRL Taxonomy Extension Schema

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB Inline XBRL Taxonomy Extension Label Linkbase

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase

104 Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2020 is formatted in Inline XBRL (and contained in Exhibit 101)

29 unchanged sentences

001-32975), filed with the SEC on June 20, 2013.

Incorporated by Reference to the Registrant's Annual Report on Form 10-K (Commission File No.

001-32975), filed with the SEC on February 28, 2014.

(16) Incorporated by Reference to the Registrant's Current Report on Form 8-K (Commission File No.

28 unchanged sentences

001-32975), for the period ended September 30, 2019.

(31) Incorporated by Reference to Annex B to the Registrant's definitive proxy statement (Commission File No.

001-32975), filed with the SEC on April 24, 2020.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

2 unchanged sentences

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 thereunto duly authorized.

Evercore Inc.

/ S / R OBERT B.

Chief Financial Officer

February 25, 2021

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the 25th day of February, 2021.

/s/ RALPH SCHLOSSTEIN

Chief Executive Officer (Principal Executive Officer) and Director

Signature Title

/s/ RALPH SCHLOSSTEIN Co-Chief Executive Officer and Co-Chairman

Ralph Schlosstein

Senior Chairman

WEINBERG Co-Chief Executive Officer and Co-Chairman

ALTMAN Senior Chairman

/s/ RICHARD I.

BEATTIE Director

/s/ PAMELA G.

/s/ GAIL BLOCK HARRIS

Gail Block Harris

CARLTON Director

FUTTER Director

HARRIS Director

/s/ ROBERT B.

MILLARD Director

/s/ WILLARD J.

2 unchanged sentences

/s/ SIR SIMON M.

ROBERTSON Director

/s/ WILLIAM J.

WHEELER Director

WILLIAMSON Director

/s/ KENDRICK R.

WILSON III Director

/s/ ROBERT B.

Chief Financial Officer (Principal Financial Officer)

/s/ PAUL PENSA

Controller (Principal Accounting Officer)

WALSH Chief Financial Officer (Principal Financial Officer)

/s/ PAUL PENSA Controller (Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures