Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

(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.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(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:

Nominee              FOR       WITHHOLD    BROKER NON-VOTES
Thomas M. Ryan    22,629,535   6,333,374      3,687,882
K. Don Cornwell   28,329,427    633,482       3,687,882

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

FOR AGAINST ABSTAIN BROKER NON-VOTES 30,185,903 3,805,370 35,736 3,687,882





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

   FOR        AGAINST    ABSTAIN   BROKER NON-VOTES
25,534,239   8,458,992   33,778       3,687,882

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



   FOR        AGAINST    ABSTAIN   BROKER NON-VOTES
31,344,348   2,671,510   11,151       3,687,882

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



   FOR       AGAINST   ABSTAIN   BROKER NON-VOTES
37,174,581   531,586    8,724          N/A





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
Number    Description
10.1+       Second Amended and Restated PJT Partners Inc. 2015 Omnibus Incentive
          Plan.
104       The cover page of this Current Report on Form 8-K, formatted in Inline
          XBRL.


[[Image Removed: img51814201_1.jpg]]
+ Indicates management or compensation plan or arrangement

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