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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 23 added, 32 removed, 237 unchanged (19% 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 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.

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.

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 Co-Chief Executive Officers and Chief Financial Officer have concluded that our internal controls over financial reporting were effective as of December 31, 2021.

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, 2022.

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.

28 unchanged sentences

Changes in Internal Controls over Financial Reporting

On January 4, 2021, we expanded our enterprise resource planning ("ERP") system to replace certain applications, including our general ledger.

As a result, we had enhanced certain existing, and added other, internal controls to align to the system.

We have not made any changes during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

6 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 Co-Chairmen and Co-Chief Executive Officers, our Senior Chairman, 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 Chairman and Chief Executive Officer, 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.

22 unchanged sentences

(2) To date, we have issued RSUs which by their nature have no exercise price.

(3) Reflects 234,000 RSUs granted to John S.

Weinberg in connection with his employment with the Company as its Executive Chairman.

The RSUs were awarded in reliance on the employment inducement exception provided under Section 303A.08 of the New York Stock Exchange Listed Company Manual.

See Note 18 to our consolidated financial statements for more information.

The information contained in the section captioned "Security Ownership of Certain Beneficial Owners and Management" of the Proxy Statement is incorporated herein by reference.

17 unchanged sentences

4.4 Form of 3.33% Series H senior notes due 2033 (22)

4.5 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)

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

3 unchanged sentences

10.5 *Amendment to Employment Agreement dated March 26, 2009 with Roger C.

10.6 *Employment Agreement between the Registrant and Robert B.

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

43 unchanged sentences

1 to the Seventh Amended and Restated Limited Partnership Agreement of Evercore LP, dated as of April 30, 2021, by and among Evercore Inc., as general partner, and the Limited Partners (as defined therein) of the Partnership (25)

10.35 Amendment to Loan Documents (Secured Facility), dated October 29, 2021, by and among Evercore Partners Services East L.L.C., Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith)

10.34 Amendment to Loan Documents (Secured Facility), dated October 29, 2021, by and among Evercore Partners Services East L.L.C., Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (26)

10.35 Loan Agreement, dated July 26, 2019, between Evercore Partners Services East L.L.C.

and PNC Bank, National Association (filed herewith)

10.37 Amendment to Loan Documents (Unsecured Facility), dated October 29, 2021, by and among Evercore Partners Services East L.L.C., Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith)

and PNC Bank, National Association (26)

10.36 Amendment to Loan Documents (Unsecured Facility), dated October 29, 2021, by and among Evercore Partners Services East L.L.C., Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (26)

10.37 Agreement, dated October 29, 2021, between Evercore Group L.L.C.

and PNC Bank, National Association (26)

10.38 Guaranty and Suretyship Agreement, dated October 29, 2021, between Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (26)

10.39 Form of Note Purchase Agreement, dated June 28, 2022 (27)

10.40 Form of Class K-P Unit Subscription Agreement (filed herewith)

10.41 Amendment, dated October 31, 2022, to the Agreement between Evercore Group L.L.C.

and PNC Bank, National Association (filed herewith)

10.39 Guaranty and Suretyship Agreement, dated October 29, 2021, between Evercore LP, Evercore Group Holdings L.P., and PNC Bank, National Association (filed herewith)

11 Not included as a separate exhibit - earnings per share can be determined from Note 17 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)

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)

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

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

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.

32.1 Certification of the 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)

14 unchanged sentences

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

001-32975), filed with the SEC on June 8, 2007.

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

001-32975), filed with the SEC on February 12, 2008.

43 unchanged sentences

001-32975), filed with the SEC on April 30, 2021.

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

001-32975), filed with the SEC on February 24, 2022.

(27) Incorporated by Reference to the Registrant's Quarterly Report on Form 10-Q (Commission File No.

001-32975), for the period ended June 30, 2022.

Form 10-K Summary

2 unchanged sentences

Each of the officers and directors of Evercore Inc.

whose signature appears below, in so signing, also makes, constitutes and appoints each of Ralph Schlosstein, John S.

whose signature appears below, in so signing, also makes, constitutes and appoints each of John S.

Weinberg, Roger C.

Altman, Celeste Mellet, Jason Klurfeld and Paul Pensa, and each of them, his true and lawful attorneys-in-fact, with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to the Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Altman, Jason Klurfeld and Paul Pensa, and each of them, his true and lawful attorneys-in-fact, with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to the Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

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 24th day of February, 2023.

Signature Title

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

Ralph Schlosstein

WEINBERG Co-Chief Executive Officer and Co-Chairman

WEINBERG Chief Executive Officer and Chairman

ALTMAN Senior Chairman

15 unchanged sentences

WILLIAMSON Director

/s/ KENDRICK R.

WILSON III Director

/s/ CELESTE MELLET Chief Financial Officer (Principal Financial Officer)

Celeste Mellet

/s/ PAUL PENSA Controller (Principal Accounting Officer)

/s/ PAUL PENSA Chief Financial Officer (Principal Financial Officer) and 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