18 unchanged sentences
Other Information
+Added: During the year ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
7 unchanged sentences
Executive Compensation
−Removed: The information contained in the sections captioned “Executive Compensation” and “Director Compensation” in the Proxy Statement is incorporated herein by reference.
+Added: The information required by this item is incorporated herein by reference to the sections captioned “Executive Compensation” and “Director Compensation” in the Proxy Statement.
Information regarding our compensation committee and compensation committee interlocks under the caption “Corporate Governance—Board Committees” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” in the Proxy Statement is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information contained in the sections captioned “Executive Compensation—Equity Compensation Plan Information” and “Stock Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.
+Added: The information required by this item is incorporated by reference to the sections captioned “Executive Compensation—Equity Compensation Plan Information” and “Stock Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information contained in the sections captioned “Certain Relationships and Related Person Transactions” and “Corporate Governance—Director Independence” in the Proxy Statement is incorporated herein by reference.
−Removed: Principal Accounting Fees and Services
−Removed: The information contained in the section captioned “Ratification of Independent Auditor Appointment” in the Proxy Statement is incorporated herein by reference.
+Added: The information required by this item is incorporated herein by reference to the sections captioned “Certain Relationships and Related Person Transactions” and “Corporate Governance—Director Independence” in the Proxy Statement.
+Added: Principal Accountant Fees and Services
+Added: The information required by this item is incorporated herein by reference to the section captioned “Ratification of Independent Auditor Appointment” in the Proxy Statement.
Exhibits and Financial Statement Schedules
13 unchanged sentences
4.1 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2021).
−Removed: 4.2 Warrant Agreement, dated September 24, 2020, by and between FinTech Acquisition Corp.
−Removed: IV and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to FinTech Acquisition Corp.
−Removed: IV’s Current Report on Form 8-K, filed with the SEC on September 30, 2020).
−Removed: 4.3 Amendment to Warrant Agreement, dated November 10, 2021, by and among Perella Weinberg Partners, Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 filed with the SEC on December 21, 2021 (File No.
−Removed: 333-261785)).
Description of Securities .
Employment Agreement, effective as of January 1, 2023, by and between Perella Weinberg Partners, PWP Employer LP and Peter A.
−Removed: 10.2***† Employment Agreement, effective as of January 1, 2023, by and between Perella Weinberg Partners, PWP Employer LP and Andrew Bednar.
−Removed: 10.3***† Employment Agreement, effective as of January 1, 2023, by and between Perella Weinberg Partners, PWP Employer LP and Dietrich Becker.
+Added: Weinberg (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2023) .
+Added: Employment Agreement, effective as of January 1, 2023, by and between Perella Weinberg Partners, PWP Employer LP and Andrew Bednar (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed with the SEC on Febr u ary 28, 2023) .
+Added: Employment Agreement, effective as of January 1, 2023, by and between Perella Weinberg Partners, PWP Employer LP and Dietrich Becker (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2023) .
10.4† Form of Director Restricted Stock Unit Award Agreement (One-Time Award) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed with the SEC on November 5, 2021).
16 unchanged sentences
10.16 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).
−Removed: 10.17 Amendment Agreement, dated as of June 15, 2021, by and among Perella Weinberg Partners Group LP, as Borrower, PWP Holdings LP, the subsidiary guarantors party thereto, each Lender under the Credit Agreement and Cadence Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with the SEC on June 30, 2021).
+Added: 10.17 Amendment Agreement, dated as of June 30, 2023, by and among Perella Weinberg Partners Group LP, as Borrower, and each Lender under the Credit Agreement and Cadence Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 4, 2023).
10.18† Form of Management Performance Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2021).
+Added: First Amendment to the Amended and Restated Agreement of Limited Partnership of PWP Holdings LP, dated as of December 31, 2023 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on January 2, 2024).
+Added: Joinder to the Amended and Restated Agreement of Limited Partnership of PWP Holdings LP, dated December 31, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 2, 2024).
21.1* List of Subsidiaries .
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: P erella Weinberg Partners Clawback Policy .
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
8 unchanged sentences
** Furnished herewith.
−Removed: *** Filed herewith.
−Removed: Effective January 1, 2023, we entered into amended and restated employment agreements with each of our named executive officers to reflect the changes in position previously reported in the Form 8-K filed on September 26, 2022.
† Indicates a management or compensatory plan.
8 unchanged sentences
Chief Executive Officer
−Removed: (Principal Executive Officer)
February 23, 2024 By:
+Added: /s/ ALEXANDRA GOTTSCHALK
+Added: Alexandra Gottschalk
Chief Financial Officer
−Removed: (Principal Financial Officer)
POWER OF ATTORNEY
−Removed: KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Bednar, Gary S.
−Removed: Barancik and Vladimir Shendelman, and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
+Added: KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Bednar and Alexandra Gottschalk, and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2024.
3 unchanged sentences
(Principal Executive Officer)
−Removed: BARANCIK Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: /s/ ALEXANDRA GOTTSCHALK Chief Accounting Officer
+Added: /s/ ALEXANDRA GOTTSCHALK Chief Financial Officer
Alexandra Gottschalk
−Removed: (Principal Accounting Officer)
+Added: (Principal Financial Officer and Principal Accounting Officer)
WEINBERG Chairman
5 unchanged sentences
Dietrich Becker
−Removed: /s/ ELIZABETH (BETH) COGAN FASCITELLI Director
−Removed: Elizabeth (Beth) Cogan Fascitelli
+Added: /s/ ELIZABETH COGAN FASCITELLI
+Added: Elizabeth Cogan Fascitelli
/s/ KRISTIN W.
1 unchanged sentence
/s/ JORMA OLLILA Director
−Removed: SEIDENBERG Director
SHERBURNE Director
−Removed: /s/ DANIEL G.
−Removed: COHEN Director
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.