Lazard, Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: LAZ · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 1311370

Lazard, Inc. DEF 14A Filing Summary
FieldDetail
CompanyLazard, Inc. (LAZ)
Form TypeDEF 14A
Filed DateMar 21, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $2,440M, $330M, $75M, $0.77
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Director Elections

TL;DR

<b>Lazard, Inc. has issued its Definitive Proxy Statement detailing the agenda for its 2024 Annual Meeting of Shareholders, including director elections and executive compensation review.</b>

AI Summary

Lazard, Inc. (LAZ) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Lazard, Inc. filed its Definitive Proxy Statement on March 21, 2024. The 2024 Annual Meeting of Shareholders is scheduled for May 9, 2024, at 9:00 a.m. EDT. The meeting will be held virtually at www.virtualshareholdermeeting.com/LAZ2024. Key items of business include electing three directors, a non-binding vote on executive compensation, and ratifying Deloitte & Touche LLP as the independent auditor. Shareholders of record as of March 11, 2024, are eligible to vote.

Why It Matters

For investors and stakeholders tracking Lazard, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding the governance and compensation practices of Lazard, Inc., enabling informed voting decisions. The agenda items, such as director elections and amendments to incentive plans, directly impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: low — Lazard, Inc. shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring a higher risk assessment.

Analyst Insight

Shareholders should review the proxy statement to understand the proposals and cast their votes on director elections, executive compensation, and other corporate matters.

Key Numbers

  • 2024 — Fiscal Year (Independent registered public accounting firm for 2024)
  • 2027 — Term Expiration (Director terms expiring at the conclusion of the annual meeting in 2027)

Key Players & Entities

  • Lazard, Inc. (company) — Registrant
  • Christian A. Weideman (person) — General Counsel
  • Deloitte & Touche LLP (company) — independent registered public accounting firm
  • May 9, 2024 (date) — 2024 Annual Meeting of Shareholders date
  • March 11, 2024 (date) — shareholders of record date
  • March 21, 2024 (date) — Proxy Statement first sent date

FAQ

When did Lazard, Inc. file this DEF 14A?

Lazard, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Lazard, Inc. (LAZ).

Where can I read the original DEF 14A filing from Lazard, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Lazard, Inc..

What are the key takeaways from Lazard, Inc.'s DEF 14A?

Lazard, Inc. filed this DEF 14A on March 21, 2024. Key takeaways: Lazard, Inc. filed its Definitive Proxy Statement on March 21, 2024.. The 2024 Annual Meeting of Shareholders is scheduled for May 9, 2024, at 9:00 a.m. EDT.. The meeting will be held virtually at www.virtualshareholdermeeting.com/LAZ2024..

Is Lazard, Inc. a risky investment based on this filing?

Based on this DEF 14A, Lazard, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes requiring a higher risk assessment.

What should investors do after reading Lazard, Inc.'s DEF 14A?

Shareholders should review the proxy statement to understand the proposals and cast their votes on director elections, executive compensation, and other corporate matters. The overall sentiment from this filing is neutral.

Risk Factors

  • Information Required in Proxy Statement [low — regulatory]: The filing adheres to the requirements of Schedule 14A (Rule 14a-101) for proxy statements.

Key Dates

  • 2024-05-09: 2024 Annual Meeting of Shareholders — Shareholders will vote on key corporate matters.
  • 2024-03-11: Record Date — Determines eligibility to vote at the annual meeting.
  • 2024-03-21: Proxy Statement Mailing Date — Date the proxy statement and annual report were first sent to shareholders.

Glossary

DEF 14A
Definitive Proxy Statement (This is the official filing document for the annual shareholder meeting.)
Schedule 14A
SEC rule governing the content of proxy statements. (Ensures all necessary information is provided to shareholders for voting.)
2018 Incentive Compensation Plan
A plan to incentivize employees through stock and other compensation. (Shareholders will vote on an amendment to increase the number of shares authorized under this plan.)

Filing Stats: 4,430 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-03-21 16:14:16

Key Financial Figures

  • $0.01 — Lazard Delaware common stock, par value $0.01 per share. Voting Matters and Board Re
  • $2,440M — IO OPERATING MARGIN, ADJUSTED BASIS $2,440M 69.8% 6.8% Successfully navigated a
  • $330M — DJUSTED EARNINGS PER SHARE, DILUTED $330M $75M $0.77 Demonstrated long-term c
  • $75M — EARNINGS PER SHARE, DILUTED $330M $75M $0.77 Demonstrated long-term commitm
  • $0.77 — NGS PER SHARE, DILUTED $330M $75M $0.77 Demonstrated long-term commitment to
  • $37 billion — aged Harvard University's approximately $37 billion global endowment and related assets acr

Filing Documents

Executive Compensation

Executive Compensation 28 Compensation Discussion and Analysis 28 2023 Business Strategy and Performance Highlights 28 Selected 2023 Compensation Program Highlights 30 Shareholder Feedback 30 Our Compensation Philosophy and Objectives 31 2023 Compensation for Each of Our NEOs—Compensation Process 34 CEO Pay Ratio 53 Certain Relationships and Related Transactions 57 Item 3 Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2024 60 Item 4 Approval of the 2018 Incentive Compensation Plan Amendment 62 Item 5 Shareholder Proposals and Nominations for the 2025 Annual Meeting 71 General Information 72 Annex A Standards of Director Independence A-1 Annex B Third Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan B-1 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement, our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, or the 2023 Annual Report. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting. Effective January 1, 2024, Lazard Ltd changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the "Domestication") and changed its legal name to Lazard, Inc. Lazard Ltd discontinued its existence as a Bermuda exempted company and continued its existence as a corporation incorporated in the State of Delaware. In this Proxy Statement, we refer to Lazard Ltd as "Lazard Bermuda," and we refer to Lazard, Inc. as "Lazard Delaware." The terms "we," "our," "us," the "firm," "Lazard" or the "Company" refer to, prior to the Domestication, Lazard Bermuda and, from and following the Domestication, Lazard, Inc. and, in all cases, their respective subsidiaries, including Lazard Group LLC. Upon effectiveness of the Domestication, all shares of Lazard Bermuda Cl

: Election of Directors | Nominees for Election

Item 1: Election of Directors | Nominees for Election Information About the Director Nominees and Continuing Directors Nominees for Election as Directors for Three-Year Terms Expiring in 2027 Ann-Kristin Achleitner Age: 58 years Independent Director Director since April 2021 Committees: Audit Nominating and Governance Ann-Kristin Achleitner has spent over thirty years as an economist and educator. Dr. Achleitner is a Distinguished Affiliated Professor at the Technical University of Munich (TUM), where she held the Chair of Entrepreneurial Finance between 2001 and 2020. An accomplished academic with multiple honors and publications, Dr. Achleitner now acts primarily as a non-executive board director and venture investor. Dr. Achleitner currently sits on the Munich Re Supervisory Board and the Linde board of directors. Dr. Achleitner is also a member of multiple boards of nonpublic institutions and foundations such as the Institute for Advanced Studies (Princeton) and the German National Academy of Science and Engineering (acatech). Previously, Dr. Achleitner served as a member of the board of directors of Deutsche Brse from 2016 until 2019 and was a member of the board of directors of Engie from 2012 until 2019. Dr. Achleitner received her doctorates in business administration as well as law from the University of St. Gallen (HSG) in Switzerland. After a brief career as a management consultant with McKinsey, Dr. Achleitner held the Chair of Banking and Finance at the European Business School (EBS) in Oestrich-Winkel, Germany from 1995 to 2001. Dr. Achleitner has served on multiple commissions for the German, Bavarian and Swiss governments, as well as for the EU commission, various World Economic Forum groupings, and multiple award juries. Qualifications: Dr. Achleitner was selected to be a director of Lazard because of her broad and substantial experience across the financial industry, including as an internationally recognized leader in entreprene

: Election of Directors | Nominees for Election

Item 1: Election of Directors | Nominees for Election Nominees for Election as Directors for Three-Year Terms Expiring in 2027 Stephen R. Howe Jr. Age: 62 years Independent Director Director since February 2024 Committees: Audit (Chair) Workplace and Culture Mr. Howe served as U.S. Chairman (2012-2018) and U.S. Managing Partner and Americas Area Managing Partner (2006-18) of Ernst & Young ("EY") and was a member of EY's Global Executive Board from 2006 until his retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY's businesses of over 75,000 people, delivering professional services across all industry sectors. While leading EY, Mr. Howe also gained extensive board governance and regulatory experience and was executive sponsor for the firm's focus on diversity and inclusiveness. He was with EY for over 35 years. Since 2019, Mr. Howe has been a member of the board of directors of Royal Caribbean Cruises Ltd, where he serves as chair of the nominating and corporate governance committee thereof. Mr. Howe is also a member of the Board of Trustees of Carnegie Hall, the Board of the Peterson Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science Center. Mr. Howe was previously a member of the boards of Colgate University, the Center for Audit Quality and the Financial Accounting Foundation. Qualifications: Mr. Howe was selected to be a director of Lazard because of his extensive audit and accounting background and his experience advising and participating in public company governance and reporting. Page 9 TABLE OF CONTENTS

: Election of Directors | Nominees for Election

Item 1: Election of Directors | Nominees for Election Directors Continuing in Office (Terms Expiring in 2025) Jane L. Mendillo Age: 65 years Independent Director Director since April 2016 Committees: Audit Workplace and Culture Jane L. Mendillo has spent over 30 years in the fields of endowment and investment management. As the CEO of the Harvard Management Company from 2008 to 2014, she managed Harvard University's approximately $37 billion global endowment and related assets across a wide range of public and private markets. Ms. Mendillo was previously the Chief Investment Officer at Wellesley College for six years. Prior to that, she spent 15 years at the Harvard Management Company in various investment roles. Earlier in her career she was a management consultant at Bain & Co. and worked at the Yale Investment Office. Until June 2022, Ms. Mendillo was a member of the board of directors of General Motors. She currently serves on the board of directors and the Audit Committee of Generate Biomedicines. She also serves as Trustee to the Old Mountain Private Trust Company. She is a graduate of Yale College and the Yale School of Management. Qualifications: Ms. Mendillo was selected to be a director of Lazard because of her financial perspective, having successfully stewarded Harvard Management Company through the financial crisis, and her extensive experience in the field of asset management. Richard D. Parsons Age: 76 years Lead Independent Director Director since June 2012 Committees: Audit Compensation Nominating and Governance Workplace and Culture Richard D. Parsons is a co-founder and partner of Imagination Capital LLC, a venture capital firm launched in November 2017 and is Chairman of Equity Alliance LLC, a venture capital firm launched in 2021, and has been a senior advisor to Providence Equity Partners LLC since September 2009. Mr. Parsons is a member of the board of directors of The Este Lauder Companies Inc., The Madison Square G

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