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LAZ Lazard

 

 

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 28, 2020

 

Lazard Ltd

(Exact name of registrant as specified in its charter)

 

Bermuda

(State or other jurisdiction of incorporation)

001-32492

 

98-0437848

(Commission File Number)

 

(IRS Employer Identification No.)

Clarendon House, 2 Church Street, Hamilton, Bermuda

 

HM 11

(Address of Principal Executive Offices)

 

(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 2.02Results of Operations and Financial Condition.

On April 30, 2020, Lazard Ltd (the “Company”) issued a press release announcing financial results for its first quarter ended March 31, 2020. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

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

On April 28, 2020, the Company held its 2020 Annual General Meeting of Shareholders, at which the shareholders of the Company (i) elected Kenneth M. Jacobs, Michelle Jarrard, Iris Knobloch and Philip A. Laskawy to the Company’s Board of Directors for a three-year term expiring at the conclusion of the Company’s annual general meeting in 2023, (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 2020 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:

  

   

   

   

 
 

  

Kenneth M. Jacobs

  

82,457,341

   

2,573,177

   

*

   

13,858,307

 
 

  

Michelle Jarrard

  

83,254,964

   

1,775,554

   

*

   

13,858,307

 
 

  

Iris Knobloch

  

83,397,795

   

1,632,723

   

*

   

13,858,307

 
 

  

Philip A. Laskawy

  

81,512,691

   

3,517,827

   

*

   

13,858,307

 
                

  

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

 
 

2.

  

Non-binding advisory vote regarding executive compensation

  

66,881,080

   

17,840,533

   

308,905

   

13,858,307

 
                

  

 

For

  

Against

  

Abstain

  

Broker
Non-Votes

 
 

3.

  

Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration

  

98,273,020

   

514,157

   

101,648

   

 

 

*Not applicable


Item 9.01Financial Statements and Exhibits

(d) Exhibits.      The following exhibits are filed or furnished as part of this Report on Form 8-K:

Exhibit
Number

  

Description of Exhibit

     
 

99.1

  

Press Release issued on April 30, 2020

     
 

104

  

Cover Page Interactive Data File (embedded within the Inline XBRL document)


EXHIBIT INDEX

Exhibit
Number

  

Description of Exhibit

     
 

99.1

  

Press Release issued on April 30, 2020

     
 

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: April 30, 2020