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Lazard (NYSE: LAZ) investors approve board declassification and key 2026 meeting votes

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lazard, Inc. reported results from its Annual Meeting of Shareholders. Investors approved an amendment to the Certificate of Incorporation to declassify the board over a three-year period, moving the company toward annual director elections. After this approval, Lazard filed the amendment in Delaware, making it effective and simultaneously putting new Amended and Restated By-Laws into effect to reflect the phased declassification and clarify terms for directors filling new seats or vacancies.

Shareholders also backed a non-binding advisory vote on executive compensation, approved changes to the 2018 Incentive Compensation Plan, and ratified Deloitte & Touche LLP as independent auditor for 2026. These actions collectively update Lazard’s governance framework while maintaining existing audit oversight.

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Insights

Lazard shareholders approved phased board declassification and refreshed key governance terms.

Lazard investors supported a Declassification Amendment that transitions the board from staggered terms to a structure where directors are ultimately elected annually. The change is implemented over three years and required both shareholder approval and a subsequent Delaware filing to take effect.

The new Amended and Restated By-Laws align director term and vacancy provisions with this phased declassification. Shareholders also approved executive pay on an advisory basis, amended the 2018 Incentive Compensation Plan, and ratified Deloitte & Touche LLP as auditor for 2026, indicating continuity in compensation and audit arrangements.

While these steps adjust Lazard’s governance architecture, they do not include financial results or capital transactions in this excerpt. Future company filings and annual meetings will reflect how the phased declassification and updated incentive plan operate in practice.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Vote for board declassification 79,740,983 votes for Amendment to declassify Board of Directors
Say-on-pay support 75,960,066 votes for Non-binding advisory vote on executive compensation
2018 plan amendment support 48,390,738 votes for Amendment of 2018 Incentive Compensation Plan
Auditor ratification votes 91,738,464 votes for Ratification of Deloitte & Touche LLP for 2026
Votes for Peter R. Orszag 78,696,136 votes for Election of director
Votes for Michelle Jarrard 78,911,419 votes for Election of director
Votes for Iris Knobloch 73,168,529 votes for Election of director
Declassification Amendment regulatory
"approved an amendment to the Company’s Certificate of Incorporation ... (the “Declassification Amendment”)"
Amended and Restated By-Laws regulatory
"the Amended and Restated By-Laws of the Company (the “A&R By-Laws”)"
non-binding advisory vote financial
"Non-binding advisory vote regarding executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
2018 Incentive Compensation Plan financial
"Approval of amendment of 2018 Incentive Compensation Plan"
broker non-votes regulatory
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
0001311370FALSE12/3100013113702026-05-212026-05-21

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 21, 2026
________________________________________________
Lazard, Inc.
(Exact name of registrant as specified in its charter)
________________________________________________
Delaware001-3249298-0437848
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
30 Rockefeller Plaza
New York, New York
10112
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: 212-632-6000
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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per shareLAZNew 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 o
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. o
Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 21, 2026, Lazard, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to provide for the declassification of the Board over a three-year period (the “Declassification Amendment”), as set forth in the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-32492), filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”).
Following stockholder approval of the Declassification Amendment, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware on May 22, 2026, whereupon the Certificate of Amendment became effective.
The Board also approved, subject to the approval of the Declassification Amendment by the Company’s stockholders at the Annual Meeting and the filing and effectiveness of the Certificate of Amendment, the Amended and Restated By-Laws of the Company (the “A&R By-Laws”), which became effective immediately upon the effectiveness of the Certificate of Amendment. The A&R By-Laws amend and restate the Company’s By-Laws in effect immediately prior to such time to reflect conforming changes for the phased declassification of the Board, including related changes to the provisions governing the terms of directors elected to fill newly created directorships or vacancies.
The foregoing summaries of the Certificate of Amendment and the A&R By-Laws do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Amendment and the A&R By-Laws, attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, each of which is incorporated herein by reference.
Item 5.07    Submission of Matters to a Vote of Security Holders.
(a)    As described above under Item 5.03 of this Current Report on Form 8-K, the Company held its Annual Meeting on May 21, 2026.
(b)    The Company’s shareholders considered five proposals, each of which is described in the Company’s Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting were as follows:


ForWithheldAbstainBroker Non-Votes
1.Election of Directors:
 Peter R. Orszag
78,696,1361,706,605*12,681,449
 Michelle Jarrard
78,911,4191,491,322*12,681,449
 Iris Knobloch
73,168,5297,234,212*12,681,449
ForAgainstAbstainBroker Non-Votes
2.Non-binding advisory vote regarding executive compensation75,960,0664,408,80733,86812,681,449
ForAgainstAbstainBroker Non-Votes
3.Approval of amendment of Certificate of Incorporation to declassify the Board of Directors79,740,983185,506476,25212,681,449
ForAgainstAbstainBroker Non-Votes
4.Approval of amendment of 2018 Incentive Compensation Plan48,390,73831,014,457997,54612,681,449
ForAgainstAbstainBroker Non-Votes
5.Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration91,738,4641,315,78929,937__
* Not applicable.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No.Description
3.1
Certificate of Amendment, dated May 22, 2026, to the Certificate of Incorporation of Lazard, Inc.
3.2
Amended and Restated By-Laws of Lazard, Inc., effective as of May 22, 2026
104Cover 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, INC.
(Registrant)
By:/s/ Shari Soloway
Name:Shari Soloway
Title:Corporate Secretary
Dated: May 22, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Lazard (LAZ) shareholders approve at the 2026 annual meeting?

Lazard shareholders approved an amendment to declassify the board over a three-year period. This change moves the company from staggered director terms toward annual elections, following board recommendation and effectiveness of a filed Certificate of Amendment and updated Amended and Restated By-Laws.

How did Lazard (LAZ) shareholders vote on executive compensation in 2026?

Shareholders approved Lazard’s executive compensation in a non-binding advisory vote. The tally was 75,960,066 votes for, 4,408,807 against and 33,868 abstentions, with 12,681,449 broker non-votes, indicating broad but not unanimous support for the company’s pay practices that year.

What were the results of Lazard (LAZ) vote to declassify its board?

The proposal to amend Lazard’s Certificate of Incorporation to declassify the board received 79,740,983 votes for, 185,506 against and 476,252 abstentions, plus 12,681,449 broker non-votes. This strong approval enabled filing of the Certificate of Amendment in Delaware to make the change effective.

Did Lazard (LAZ) shareholders approve changes to the 2018 Incentive Compensation Plan?

Yes, shareholders approved an amendment of Lazard’s 2018 Incentive Compensation Plan. The vote was 48,390,738 for, 31,014,457 against and 997,546 abstentions, with 12,681,449 broker non-votes, reflecting meaningful but more divided support compared with other proposals considered at the meeting.

Which auditor did Lazard (LAZ) shareholders ratify for 2026?

Lazard shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026. The vote totaled 91,738,464 for, 1,315,789 against and 29,937 abstentions, authorizing the board’s Audit Committee to set Deloitte’s remuneration for that engagement period.

Who were elected to Lazard (LAZ) board of directors in 2026 and how strong was support?

Shareholders elected Peter R. Orszag, Michelle Jarrard and Iris Knobloch as directors. Votes for them were 78,696,136; 78,911,419; and 73,168,529 respectively, with varying withheld votes and 12,681,449 broker non-votes, showing solid but differing support levels across the three nominees.

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