Perella Weinberg Partners
For the period ended Apr 8, 2025. Filed Apr 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 8, 2025 · Filed Apr 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12
PERELLA WEINBERG PARTNERS
(Exact Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
April 8, 2025
Dear Stockholder,
We cordially invite you to attend our 2025 Annual Meeting of Stockholders, to be held on Wednesday, May 28, 2025, at
10:00 a.m. (Eastern Time) at http://www.virtualshareholdermeeting.com/PWP2025.
The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted
at the meeting.
Your vote is important. We encourage you to submit your votes in advance of the meeting, whether or not you plan to
attend the meeting.
Sincerely,
/s/ Andrew Bednar
Andrew Bednar
Chief Executive Officer
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Meeting Date: Wednesday, May 28, 2025
Time:10:00 a.m. (Eastern Time)
Place: http://www.virtualshareholdermeeting.com/PWP2025
We are holding our 2025 annual meeting of stockholders for the following purposes, which are described in more detail in
the proxy statement:
to elect three directors to our board of directors;
to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2025;
- to hold an advisory vote on the compensation of our named executive officers, also known as the "say on pay"
proposal;
- to hold an advisory vote on the frequency of future advisory votes on the compensation of our named executive
officers, also known as the "say on frequency" proposal; and
- to transact any other business as may properly come before the meeting or any adjournment or postponement
thereof.
Only stockholders of record as of the close of business on March 31, 2025, will be entitled to attend and vote at the annual
meeting.
We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange
Commission. As a result, we are sending to certain of our stockholders a Notice of Internet Availability of Proxy Materials
rather than a full paper set of the proxy materials. Such notice contains instructions on how to access our proxy materials
on the Internet, as well as instructions on how stockholders may obtain a paper copy of the proxy materials. This process
will reduce the costs associated with printing and distributing our proxy materials. We expect to mail this notice and our
proxy materials on or about April 8, 2025.
Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend
the meeting. The Notice of Internet Availability of Proxy Materials includes instructions on how to vote, including by
Internet and telephone. If you hold your shares through a brokerage firm, bank, broker-dealer or other similar organization,
please follow their instructions.
By Order of the Board of Directors,
/s/ Justin Kamen
Justin Kamen
Corporate Secretary
April 8, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO
BE HELD ONMAY 28, 2025.
The Company’s Proxy Statement and 2024 Annual Report on Form 10-K
are also available at www.proxyvote.com.
TABLE OF CONTENTS
| GENERAL INFORMATION .................................................................................................................... | 1 |
|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS ..................................................................................... | 6 |
| CORPORATE GOVERNANCE ............................................................................................................. | 7 |
| DIRECTOR COMPENSATION .............................................................................................................. | 15 |
| COMPENSATION DISCUSSION & ANALYSIS .................................................................................. | 16 |
| COMPENSATION COMMITTEE REPORT ......................................................................................... | 24 |
| COMPENSATION TABLES .................................................................................................................... | 25 |
| EQUITY COMPENSATION PLAN INFORMATION ............................................................................ | 33 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ................. | 34 |
| DELINQUENT SECTION 16(A) REPORTS ........................................................................................ | 36 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ................................... | 37 |
| PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITOR APPOINTMENT ......................... | 43 |
| AUDIT COMMITTEE REPORT ............................................................................................................. | 44 |
| PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ........................................................................................................................ | 45 |
| PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NEOs ....................................................................................... | 46 |
| ADDITIONAL INFORMATION ............................................................................................................... | 47 |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES ....................................................................... | 48 |
Although we refer to our website in this proxy statement, the contents of our website are not included or
incorporated by reference into this proxy statement. All references to our website in this proxy statement are
intended to be inactive textual references only.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.