UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): February 4, 2019
Lazard Group LLC
(Exact name of registrant as specified in its charter)
Delaware | 333-126751 | 51-0278097 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
30 Rockefeller Plaza, New York, NY | 10112 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code212-632-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-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 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 1.01 Entry into a Material Definitive Agreement.
On February 4, 2019, Lazard Ltd (“Lazard”), including its subsidiary Lazard Group LLC (“Lazard Group”), amended and restated the Operating Agreement (the “Amended and Restated Operating Agreement”) of Lazard Group in order to establish a new long-term incentive compensation program (the “PIPR Program”) consisting of profits interest participation rights (“PIPRs”), which are equity incentive awards that, subject to certain conditions, may be exchanged for shares of Lazard’s Class A common stock, par value $0.01 per share, pursuant to Lazard’s 2018 Incentive Compensation Plan. Lazard expects to make grants in respect ofyear-end 2018 incentive compensation pursuant to the PIPR Program, including to each of Lazard’s named executive officers, the terms of which will be described further in Lazard’s Definitive Proxy Statement on Schedule 14A for Lazard’s 2019 annual general meeting of shareholders. A copy of the Amended and Restated Operating Agreement is being filed as Exhibit 99.1 to this Report on Form8-K and is incorporated herein by reference.
The summary above of the applicable portions of the Amended and Restated Operating Agreement is qualified in its entirety by reference to the Amended and Restated Operating Agreement attached as Exhibit 99.1 to this Report on Form8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Report on Form8-K:
Exhibit | Description of Exhibit | |
99.1 | Amended and Restated Operating Agreement of Lazard Group LLC, dated as of February 4, 2019. |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
99.1 | Amended and Restated Operating Agreement of Lazard Group LLC, dated as of February 4, 2019. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form8-K to be signed on its behalf by the undersigned hereunto duly authorized.
LAZARD GROUP LLC | ||
(Registrant)
| ||
By: | /s/ Scott D. Hoffman | |
Name: | Scott D. Hoffman | |
Title: | Chief Administrative Officer and General Counsel |
Dated: February 5, 2019