UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

—————————

FORM 8-K

—————————

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 24, 2023

—————————

PJT Partners Inc.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 364-7810

Not Applicable
(Former name or former address, if changed since last report.)

—————————

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(e) On May 24, 2023, PJT Partners Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). As further discussed below, at the Annual Meeting, the stockholders of the Company approved the Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan (the "Omnibus Incentive Plan"). The Company's Board of Directors previously approved the Omnibus Incentive Plan, subject to stockholder approval. A description of the Omnibus Incentive Plan is set forth in the section entitled "Proposal 3-Approval of the Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan" starting on page 67 of the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-36869), filed with the Securities and Exchange Commission on April 10, 2023 (the "Proxy Statement"), which is incorporated herein by reference. The description is qualified in its entirety by reference to the Omnibus Incentive Plan, a copy of which is attached as Exhibit 10.1 hereto.

(a) The Company held its Annual Meeting on May 24, 2023.

(b) The Company’s shareholders considered five proposals, each of which is described in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting were as follows:

Proposal 1. To elect the following Directors to the Board of Directors of the Company:

Proposal 2. To approve, on an advisory basis, the compensation of our Named Executive Officers:

Proposal 3. To approve the Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive Plan:

Proposal 4. To approve an amendment to the Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation:

Proposal 5. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023:

(d) Exhibits.

+ Indicates management or compensation plan or arrangement

SIGNATURE

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.

Date: May 25, 2023