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): April 27, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 April 27, 2023, the Company held its Annual General Meeting, at which the shareholders of the Company (i) elected Kenneth M. Jacobs, Michelle Jarrard
and Iris Knobloch to the Company’s Board of Directors for a three-year term expiring at the conclusion of the Company’s annual general meeting in 2026; (ii) approved, on a non-binding advisory basis, a resolution regarding executive compensation;
(iii) voted, on a non-binding advisory basis, in favor of an annual advisory vote on executive compensation; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 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.
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For
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Withheld | Abstain |
Broker Non-Votes
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1.
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Election of Directors:
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Kenneth M. Jacobs
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60,771,762
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2,083,360
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*
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17,800,538
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Michelle Jarrard
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61,630,277
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1,224,845
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17,800,538
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Iris Knobloch
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59,766,662
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3,088,460
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*
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17,800,538
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For
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Against
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Abstain
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Broker Non-Votes
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2.
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Non-binding advisory vote regarding executive compensation
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54,936,066
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7,820,383
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98,673
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17,800,538
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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3.
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Non-binding advisory vote regarding the frequency of the advisory vote on executive compensation
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59,326,282
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54,688
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3,418,360
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55,792
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17,800,538
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For
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Against | Abstain |
Broker Non-Votes
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4.
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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
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78,981,600
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1,577,349
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96,711
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* Not applicable
The Company’s Board of Directors, taking into account various considerations, including the non-binding advisory vote of the Company’s shareholders on the
frequency of the advisory vote on executive compensation at the Company’s 2023 Annual General Meeting of Shareholders, determined that the Company will hold a non-binding advisory vote on executive compensation on an annual basis.
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.
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LAZARD LTD
(Registrant)
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By:
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/s/ Scott D. Hoffman | ||
| Name: | Scott D. Hoffman | |||
| Title: |
Chief Administrative Officer and General Counsel
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Dated: May 2, 2023