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Form 8-K Lazard Ltd For: May 18

May 20, 2022 4:16 PM EDT


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 18, 2022


Lazard Ltd
(Exact name of registrant as specified in its charter)



Bermuda
(State or other jurisdiction of incorporation)


001-32492
(Commission File Number)

Clarendon House, 2 Church Street, Hamilton, Bermuda
(Address of Principal Executive Offices)
98-0437848
(IRS Employer Identification No.)

HM 11
(Zip Code)

Registrant’s telephone number, including area code 441-295-1422

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):



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
 
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

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 5.07    Submission of Matters to a Vote of Security Holders.

On May 18, 2022, the Company held its Annual General Meeting, at which the shareholders of the Company (i) elected Richard N. Haass, Jane L. Mendillo and Richard D. Parsons to the Company’s Board of Directors for a three-year term expiring at the conclusion of the Company’s annual general meeting in 2025; (ii) approved, on a non-binding advisory basis, a resolution regarding executive compensation; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 and authorized the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration.

The number of votes cast for, against or withheld, as applicable, and the number of abstentions and broker non-votes with respect to each matter voted upon, as reported by our tabulation agent, Computershare, Inc., is set forth below.

 
For
 
Withheld
 
Abstain
 
Broker
Non-Votes
1.
Election of Directors:
             
 
Richard N. Haass
75,944,542
 
580,795
 
*
 
18,161,642
 
Jane L. Mendillo
76,003,643
 
521,694
 
*
 
18,161,642
 
Richard D. Parsons
70,944,863
 
5,580,474
 
*
 
18,161,642
   
For
 
Against
 
Abstain
 
 
Broker Non-Votes
2.
Non-binding advisory vote regarding executive compensation
65,243,027
 
11,148,007
 
134,303
 
18,161,642
   
For
 
Against
 
Abstain
 
 
Broker Non-Votes
3.
Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered
public accounting firm for 2022 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration
91,567,163
 
3,040,487
 
79,329
 

_______________________
* 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 LTD
(Registrant)
 
       

By:
/s/ Scott D. Hoffman
 
  Name:
Scott D. Hoffman
 
  Title:
Chief Administrative Officer and General Counsel
 

Dated: May 20, 2022



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