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CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 3, 2026, the Board of Directors (the “Board”) of Evercore Inc. (the “Company”) appointed Christine Varney as a director of the Board, with such appointment to take effect as of March 1, 2026, for a term expiring at the Company’s 2026 annual meeting of stockholders. Ms. Varney was appointed as a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee, with such appointment similarly to take effect as of March 1, 2026.
There is no agreement, arrangement or understanding with any person pursuant to which Ms. Varney was selected as a director, and she is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with her appointments, and pursuant to the Company’s compensation policy for non-management directors, Ms. Varney will be granted a one-time award of restricted stock units (“RSUs”) with a value of $50,000, which generally vests on the second anniversary of the date of grant. In the case of such RSU grants, shares will be deliverable upon vesting. Ms. Varney will also receive our standard non-management director compensation arrangement.
Christine A. Varney retired from Cravath’s Litigation Department in December 2025, having served as Chair of the Antitrust Practice since 2011. Ms. Varney has been widely recognized as one of the leading antitrust lawyers in the United States in both private practice and in government service. Prior to her time at Cravath, Ms. Varney served as Assistant Attorney General at the Department of Justice (“DOJ”) and headed the DOJ’s Antitrust Division, overseeing all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States. Before her tenure at the DOJ, Ms. Varney served as a Commissioner of the Federal Trade Commission (“FTC”). Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton administration. Ms. Varney was born in Washington, D.C. She received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986.
The size of the Board was increased from ten to eleven directors prior to the appointment of Ms. Varney, with such increase to take effect as of March 1, 2026 in connection with Ms. Varney’s appointment.
SIGNATURES
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, hereunto duly authorized.
| EVERCORE INC. | ||||||
| By: | /s/ Jason Klurfeld | |||||
| Name: | Jason Klurfeld | |||||
| Title: | General Counsel | |||||
| Dated: February 4, 2026 | ||||||