UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
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 (seeGeneral 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 | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 10, 2021, the Board of Directors (the “Board”) of Lazard Ltd (the “Company”) elected William M. Lewis, Jr. to join the Board, effective April 29, 2022. The Company issued a press release on October 12, 2021 announcing the election of Mr. Lewis, a copy of which is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. Upon joining the Board, Mr. Lewis will receive compensation pursuant to the Company’s directors’ compensation program for non-executive directors, the terms of which are described in Item 1 of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 16, 2021 (the “2021 Proxy Statement”) and are incorporated herein by reference.
Mr. Lewis currently serves as a Managing Director of the Company and receives cash and equity-based compensation for such services. He is also currently eligible to participate in the employee benefit plans available to U.S. Managing Directors. Following Mr. Lewis’s retirement from the Company on November 12, 2021, Mr. Lewis has the opportunity to retain his outstanding equity-based awards in accordance with the Company’s Deferred Compensation Retirement Policy, the terms of which are described in Item 2 of the Company’s 2021 Proxy Statement and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits. The following exhibits are filed or furnished as part of this Report on Form 8-K:
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release issued on October 12, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release issued on October 12, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 12, 2021
Exhibit 99.1
WILLIAM M. LEWIS, JR. TO JOIN LAZARD BOARD OF DIRECTORS
- Retires as a Managing Director
and Chairman of Lazard’s Investment Banking Business -
NEW YORK, October 12, 2021 – Lazard Ltd (NYSE: LAZ) announced today that William M. (“Bill”) Lewis, Jr. will join its Board of Directors, effective April 29, 2022, and that he has decided to retire from the firm, effective November 12. Mr. Lewis has been with Lazard as a Managing Director for 17 years, and most recently was Chairman of Investment Banking. As of November 15, he plans to join Apollo Global Management as a Senior Partner and member of its Management Committee.
“Bill is an iconic investment banker and trusted advisor to many of the world’s most important CEOs and boards,” said Kenneth M. Jacobs, Chairman and Chief Executive Officer of Lazard. “He has been our valued partner at Lazard, and we are looking forward to continuing to benefit from his sage advice and stewardship as a member of our Board of Directors.”
Mr. Lewis joined Lazard in 2004 and most recently served as a Managing Director and Chairman of Investment Banking, where he advised global corporations on corporate and financial matters, including leveraged buyouts and other M&A activity. Previously, Mr. Lewis spent 24 years with Morgan Stanley in a variety of leadership roles. In 1989, he became Morgan Stanley’s first African-American Managing Director.
Mr. Lewis earned his undergraduate degree and MBA from Harvard University, and today serves as a member of the Harvard Management Company, which is responsible for the university’s $42 billion endowment. He also serves on the boards of a number of nonprofit organizations including Uncommon Schools, New York Presbyterian Hospital, the New York City Police Foundation, The Posse Foundation, The City Fund and the National Constitution Center. In addition to his nonprofit work, Mr. Lewis serves on the board of Ariel Alternatives, LLC.
About Lazard
Lazard, one of the world’s preeminent financial advisory and asset management firms, operates from 41 cities across 26 countries in North America, Europe, Asia, Australia, Central and South America. With origins dating to 1848, the firm provides advice on mergers and acquisitions, strategic matters, restructuring and capital structure, capital raising and corporate finance, as well as asset management services to corporations, partnerships, institutions, governments and individuals. For more information on Lazard, please visit www.lazard.com. Follow Lazard at @Lazard.
LAZ-CPE
###
| Media contacts: | Investor contact: | |||
| Judi Frost Mackey, +1 212 632 1428 | Alexandra Deignan, +1 212 632 6886 | |||
| judi.mackey@lazard.com | alexandra.deignan@lazard.com | |||
| Clare Pickett, +1 212 632 6963 | ||||
| clare.pickett@lazard.com | ||||