SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2022
Commission File Number: 001-39558
PERELLA WEINBERG PARTNERS
(Exact Name of Registrant as Specified in its Charter)
( State or other jurisdiction of incorporation or organization)
|(I.R.S. Employer Identification No.)|
767 Fifth Avenue
New York, NY
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (212) 287-3200
(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):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| ||Trading Symbol(s)|| ||Name of each exchange on which registered|
|Class A Common Stock, par value $0.0001 per share|| ||PWP || ||Nasdaq Global Select Market|
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).
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. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 23, 2022, Peter A. Weinberg, Chairman of the Board of Directors (the “Board”) of Perella Weinberg Partners (“PWP” or the “Company”) and Chief Executive Officer of the Company, informed the Board of his intention to step down from his role as Chief Executive Officer of the Company, effective January 1, 2023. Mr. Weinberg will continue to serve as Chairman of the Board, and will serve as a full-time officer and employee of the Company in this role.
Andrew Bednar, Co-President of the Company, has been appointed Chief Executive Officer of the Company, effective January 1, 2023. Mr. Bednar will report directly to the Board in his new role.
Mr. Bednar, 54, a founding partner of PWP, has served as Co-President with Dietrich Becker since March 2020, and as a member of the Company’s board of directors since June 2021. Mr. Bednar is a seasoned banker, with over 25 years of investment banking experience. Prior to joining PWP in 2006, Mr. Bednar was Head of U.S. Mergers & Acquisition at Bank of America. Prior to that, he was a Managing Director at Goldman, Sachs & Co. He began his career at Cravath, Swaine & Moore LLP in 1994. Mr. Bednar earned a Bachelor of Science and a Master’s in Business Administration from Cornell University, and also received a Juris Doctor from Columbia University. Mr. Bednar has extensive investment banking and investment advisory experience.
The appointment of Mr. Bednar was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity. Executive officers are elected by, and serve at the discretion of, the Board. Further, with regard to Mr. Bednar, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
A copy of the press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
The following exhibits are being filed herewith:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|PERELLA WEINBERG PARTNERS|
Date: September 26, 2022
/s/ Gary Barancik
|Title:||Chief Financial Officer|
Andrew Bednar Appointed CEO of Perella Weinberg Partners;
Peter Weinberg Will Continue as Chairman of the Board of Directors
New York, NY, September 26, 2022 - Perella Weinberg Partners (the “Company”, the “Firm” or “PWP”) (NASDAQ: PWP), a leading global independent advisory firm, today announced that Peter Weinberg has informed the Board of Directors of his intention to step down from his role as CEO, effective January 1, 2023. Andrew Bednar, Co-President, has been unanimously approved by the Board as the CEO of the Firm, effective January 1, 2023.
Mr. Weinberg will continue to serve as the Chairman of the Board of Directors and Chairman of the working partner committee that controls the Company’s high-vote stock. He is also excited to return his focus primarily to working with clients and prospects of the Firm around the world.
Dietrich Becker, a founding partner based in London who has served as Co-President with Mr. Bednar, will become President and continue as a member of the Board of Directors.
Since Perella Weinberg Partners’ founding sixteen years ago, the Firm has grown to approximately 650 employees, reported revenues of approximately $800 million in 2021 and operates out of 10 offices around the world. In 2021, the Firm successfully transitioned from a private partnership to a public company.
“Andrew is a founding partner of the Firm, with an impressive track record advising some of our largest and most well known clients on transactions globally,” Mr. Weinberg said. “Andrew’s successful career as a banker, coupled with the leadership he has shown over the last two and a half years as Co-President, position him well to lead our firm through its next phase of growth and development.”
Mr. Bednar joined the Firm at its inception in 2006, has served as Co-President with Dietrich Becker since March 2020 and as a member of the Board of Directors since June 2021. He will continue as a member of the Board of Directors after his transition to CEO. Mr. Bednar is a seasoned advisor, with over 25 years of investment banking experience. Prior to joining PWP, he served as head of U.S. Mergers & Acquisitions at Bank of America, a Managing Director at Goldman Sachs & Co., and a corporate attorney at Cravath, Swaine & Moore LLP.
“I’m honored, humbled and excited to work with such an exceptional group of partners and colleagues at PWP and lead the Firm going forward,” Mr. Bednar said. “We have an enormous opportunity to grow the Firm by continuing our mission and doing what we do best – advising clients on complex strategic and financial challenges - while adhering to our core values: trust, integrity and teamwork.”
Perella Weinberg Partners is a leading global independent advisory firm, providing strategic and financial advice to a broad client base, including corporations, institutions, governments, sovereign wealth funds, and the financial sponsor community. The firm offers a wide range of advisory services to clients in the most active industry sectors and global markets. With approximately 650 employees, PWP currently maintains offices in New York, Houston, London, Calgary, Chicago, Denver, Los Angeles, Paris, Munich, and San Francisco.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative
versions of such words or expressions). Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. A further list and description of these risks, uncertainties and other factors can be found in the Company’s filings with the SEC, including Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021, filed with the SEC on July 7, 2022. These filings and subsequent filings are available online at www.sec.gov or on request from the Company.
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