8-K - LAZ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 9, 2024

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Lazard, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-32492	98-0437848
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
30 Rockefeller Plaza<br><br>New York, New York		10112
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212-632-6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	LAZ	New York Stock Exchange

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 o

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. o

Item 5.02(e) Approval of Amendment to Lazard, Inc. 2018 Incentive Compensation Plan.

Lazard, Inc. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”) on May 9, 2024. As further discussed below, at the Annual Meeting, the shareholders of the Company approved an amendment to the Company’s 2018 Incentive Compensation Plan (the “2018 Incentive Compensation Plan Amendment”). The Company’s Board of Directors had previously adopted the 2018 Incentive Compensation Plan Amendment, subject to shareholder approval. For a description of the 2018 Incentive Compensation Plan Amendment, see Lazard’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492), filed with the Securities and Exchange Commission on March 21, 2024 (the “Proxy Statement”). A copy of the 2018 Incentive Compensation Plan Amendment is attached as Annex B to such Proxy Statement.

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

(a) The Company held its Annual Meeting on May 9, 2024.

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

		For	Withheld	Abstain	Broker Non-Votes
1.	Election of Directors:
	Ann-Kristin Achleitner	63,085,148	3,693,135	*	14,424,827
	Andrew M. Alper	64,301,698	2,476,585	*	14,424,827
	Stephen R. Howe Jr.	66,528,446	249,837	*	14,424,827
		For	Against	Abstain	Broker Non-Votes
2.	Non-binding advisory vote regarding executive compensation	43,032,952	22,668,391	1,076,940	14,424,827
		For	Against	Abstain	Broker Non-Votes
3.	Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration	80,084,089	1,084,794	34,227	__
		For	Withheld	Abstain	Broker Non-Votes
4.	Approval of the 2018 Incentive Compensation Plan Amendment	40,996,568	24,679,315	1,102,400	14,424,827
	* Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	LAZARD, INC.<br><br>(Registrant)
	By:	/s/ Shari Soloway
	Name:	Shari Soloway
	Title:	Corporate Secretary
Dated: May 13, 2024