Lazard Files PRE 14A for May 21, 2026 Annual Meeting

Pre 14a - Lazard, Inc. (0001311370) (Filer) Filing Summary
FieldDetail
CompanyPre 14a - Lazard, Inc. (0001311370) (Filer)
Filed DateMar 23, 2026
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$1.8 billion, $8.9 m, $2.5 million, $1.2 billion, $13 billion
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

**Lazard just dropped its preliminary proxy, get ready to vote on directors and pay at the May 21st meeting!**

AI Summary

Lazard, Inc. (Filer: 0001311370) filed a preliminary proxy statement (PRE 14A) on March 23, 2026, for its upcoming annual meeting scheduled for May 21, 2026. This filing, SEC Accession No. 0001628280-26-020573, outlines the proposals shareholders will vote on, including director elections and executive compensation. For investors, this matters because it provides crucial information about the company's governance and compensation practices, which can influence long-term performance and shareholder value.

Why It Matters

This filing gives shareholders a heads-up on what they'll be voting on at the annual meeting, impacting company leadership and how executives are paid.

Risk Assessment

Risk Level: low — This is a routine preliminary proxy filing, indicating standard corporate governance procedures rather than immediate financial risk.

Analyst Insight

A smart investor would review the definitive proxy statement (DEF 14A) once it's filed to understand the specific proposals, especially regarding executive compensation and board nominations, before the May 21, 2026 annual meeting.

Key Numbers

  • 2026-03-23 — Filing Date (When the preliminary proxy statement was filed.)
  • 2026-05-21 — Period of Report (The date of the upcoming annual meeting for which this proxy relates.)
  • 157 — Documents (The total number of documents included in this filing.)

Key Players & Entities

  • Lazard, Inc. (company) — Filer of the PRE 14A
  • 0001311370 (company) — Filer CIK
  • 0001628280-26-020573 (dollar_amount) — SEC Accession No.
  • 2026-03-23 (person) — Filing Date
  • 2026-05-21 (person) — Period of Report / Annual Meeting Date

FAQ

What is the purpose of Lazard, Inc.'s PRE 14A filing on March 23, 2026?

The PRE 14A filing by Lazard, Inc. on March 23, 2026 (SEC Accession No. 0001628280-26-020573) is a preliminary proxy statement, which informs shareholders about the proposals to be voted on at the upcoming annual meeting scheduled for May 21, 2026.

When is Lazard, Inc.'s annual meeting for which this proxy statement was filed?

The annual meeting for which this preliminary proxy statement (PRE 14A) was filed is scheduled for May 21, 2026, as indicated by the 'Period of Report' in the filing details.

Filing Stats: 4,192 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2026-03-23 17:03:29

Key Financial Figures

  • $1.8 billion — al Advisory delivered record revenue of $1.8 billion in 2025, supported by strong contributi
  • $8.9 m — verage revenue per Managing Director of $8.9 million, up $2.5 million since 2023 and e
  • $2.5 million — r Managing Director of $8.9 million, up $2.5 million since 2023 and exceeding our 2025 goal
  • $1.2 billion — a clear inflection point in 2025, with $1.2 billion in revenue, AUM growth of 12 percent, a
  • $13 billion — zation. Strong demand, as evidenced by $13 billion in won but not yet funded mandates at y
  • $1 billion — ith seven active ETFs launched and over $1 billion in AUM, underscore growing client engag
  • $254B — worth individuals. Asset Management $254B AUM 67% AUM in Non-USD Securities
  • $1M — (MDs) 346 FY25 Clients with Fees > $1M 12 Years Average MD Tenure 51% M
  • $8.9 million — firm-wide revenue from 2023 to 2025 $8.9 million in Financial Advisory revenue per MD i
  • $8.5 m — per MD in 2025—outperforming goal of $8.5 million, and with record total Financial
  • $393 — Value Creation Return of Capital (2) $393 TSR since October 1, 2023 (3) 74%
  • $187 million — reference to the following: (i) we paid $187 million to our shareholders in dividends; (ii)
  • $91 million — ders in dividends; (ii) we repurchased $91 million of our common stock; and (iii) we satis
  • $115 million — e satisfied employee tax obligations of $115 million in cash in lieu of share issuance upon

Filing Documents

Executive Compensation

Executive Compensation Yes 3 Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors Yes 4 Approval of Amendment of 2018 Incentive Compensation Plan Yes 5 Ratification of Appointment of Independent Registered Public Accounting Firm Yes Shareholders as of the close of business on March 23, 2026, the record date, may vote at the meeting. If you are a registered shareholder, you may vote online, by telephone or by mailing a proxy card. If you hold your shares through a bank, broker or other institution, you will receive a voting instruction form that explains the various ways you can vote. We encourage you to vote your shares as soon as possible. , 2026 By Order of the Board of Directors, Christian A. Weideman General Counsel Lazard, Inc. 30 Rockefeller Plaza New York, NY 10112 Date and Time Thursday, May 21, 2026 10:00 a.m., Eastern Daylight Time Online Virtual Meeting Site www.virtualshareholdermeeting.com/ LAZ2026 Information on how to access the meeting, vote and ask questions at the meeting can be found beginning on page 111 of the Proxy Statement. How to Vote Online Phone Mail At the Virtual Meeting Important Notice Regarding Availability of Proxy Materials for Lazard's Shareholder Meeting to Be Held on May 21, 2026 The Proxy Statement and 2025 Annual Report, which includes

financial statements for the

financial statements for the period ended December 31, 2025 and the related independent auditor's reports, are available at www.lazard.com . We are making the proxy materials first available on , 2026. 2 2026 Proxy Statement A Note from Our CEO and Chairman Peter Orszag CEO and Chairman 2025 marked the second full year executing our Lazard 2030 longterm growth strategy, with results that reflect the ongoing transformation of our businesses—advancing our commercial and collegial culture, investing in exceptional talent, and building an AI-enabled workforce in service of our commitment to being the world's leading independent financial firm. Business Performance Financial Advisory delivered record revenue of $1.8 billion in 2025, supported by strong contributions across M&A, restructuring and liability management, and private capital advisory. Revenue associated with private capital continued to expand and now represents approximately 40 percent of advisory revenue. Our focus on productivity is already delivering results, with average revenue per Managing Director of $8.9 million, up $2.5 million since 2023 and exceeding our 2025 goal. Asset Management achieved a clear inflection point in 2025, with $1.2 billion in revenue, AUM growth of 12 percent, and record gross inflows driven by investment performance and focused product prioritization. Strong demand, as evidenced by $13 billion in won but not yet funded mandates at year-end—higher than the prior year—and by early success in our ETF platform, with seven active ETFs launched and over $1 billion in AUM, underscore growing client engagement. Profitable Growth In 2026, our focus remains on delivering profitable growth while investing to support our long-term strategy. Investments in Financial Advisory talent have already contributed to higher productivity, with further gains expected as newer Managing Directors become more tenured on our platform, mandate selection becomes increas

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 51 ITEM 2 Advisory Vote on Approval of

Executive Compensation

Executive Compensation 51 LETTER FROM THE COMPENSATION COMMITTEE 52 COMPENSATION DISCUSSION & ANALYSIS 54

Executive Compensation Tables

Executive Compensation Tables 79 CEO Pay Ratio 88 Pay Versus Performance 89 ITEM 3 Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors 92 ITEM 4 Approval of Amendment of 2018 Incentive Compensation Plan 96 AUDIT MATTERS 106 ITEM 5 Ratification of Appointment of Independent Registered Public Accounting Firm 106 Fees of Independent Registered Public Accounting Firm 107 Audit Committee Report 108 STOCK OWNERSHIP INFORMATION 109 Beneficial Owners of More Than 5% of Our Common Stock 109 Beneficial Ownership of Directors and Executive Officers 110 GENERAL INFORMATION 111 Annex A Calculation of Non-GAAP Measures 115 Annex B Standards of Director Independence 120 Annex C Fourth Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan 122

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "target," "goal," "pipeline," or "continue," and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of us and our business, operations, financial condition and the industries in which we operate and the factors described in our filings with the United States Securities and Exchange Commission (SEC), including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. We disclaim any obligation to update any

forward-looking statements contained herein, except as may be required by law or applicable regulations

forward-looking statements contained herein, except as may be required by law or applicable regulations. Our ability to achieve our Lazard 2030 goals is subject to numerous risks and uncertainties, including but not limited to those outlined under the section titled "Risk Factors" in our 2025 Annual Report. 2026 Proxy Statement 5 Glossary of Frequently Used Terms CAP Compensation Advisory Partners CD&A Compensation Discussion and Analysis Common Stock Common shares of Lazard, Inc. Deloitte Deloitte & Touche LLP EPS Diluted Earnings Per Common Share FCF Free cash flow, which is calculated as cash flows from operating activities net of capital expenditures and payments associated with Lazard's tax receivable agreement Lazard, the Company, our firm, we, us, and our Lazard, Inc., a Delaware corporation, and its consolidated subsidiaries LTIs Long-term equity incentives (PIPRs, P-PIPRs, TSR-PIPRs, RSUs, PRSUs and LFIs, collectively, and each defined below) LFIs Lazard Fund Interests, which are notional or restricted interests in Lazard-managed funds, subject to multiyear vesting MD Managing Director NEO Named Executive Officer NYSE New York Stock Exchange PIPRs Long-term incentive compensation awards comparable to RSUs delivered in the form of profits interest participation rights (PIPRs), which allow the recipient potentially more favorable income tax treatment in return for incurring additional risk P-PIPRs Performance PIPRs, which are subject to service-based and performance-based vesting conditions, and incremental market-based conditions (previously referred to as PRPUs) PRSUs Performance-based RSUs, which are subject to service-based and performance- based vesting conditions, and incremental market-based conditions RSUs Restricted stock units, which provide for vesting three years following the grant date, so long as applicable vesting and other conditions have been satisfied SP-PI

- Incentive

Item 4 - Incentive Compensation Plan

- Ratification

Item 5 - Ratification of Independent Auditors Stock Information General Information Lazard 2030 Long-Term Growth Strategy Our vision for Lazard 2030 is to build on our storied history and aim even higher together, leveraging technology with a commitment to being the world's leading independent financial firm. We continue to evaluate our success across three dimensions: relevance, revenue, and returns. Relevance +100% Revenue 10-15% Returns Increase relevance through external connectivity and enhanced client outcomes Double revenue from 2023 to 2030 Achieve total shareholder return of 10 to 15 percent per year, on average Increased client convening and thought leadership within a targeted audience of global business, government, and investment leaders Expanded global network by remaining consistently present and trusted in the critical, global conversations that shape our clients' futures Assembled world-class geopolitical advisory group to deliver enhanced contextual alpha capability 24 percent increase in total firm-wide revenue from 2023 to 2025 $8.9 million in Financial Advisory revenue per MD in 2025—outperforming goal of $8.5 million, and with record total Financial Advisory revenue for the year 21 Financial Advisory Managing Directors hired in 2025, with net additions totaling 22—outperforming goal of 10 to 15 each year Record gross inflows for Asset Management in 2025, and revenue up 6 percent year over year Appointed new CEO, CIO, and COO of Asset Management business Elevated leadership across Financial Advisory business 74 percent total shareholder return from October 1, 2023 to December 31, 2025— outpacing goal of 10 to 15 percent per year, on average Converted to a U.S. C- Corporation, attracting new shareholders along with proactive investor engagement Expanded investor outreach through increased 1x1 meetings, conference participation, and roadshows, strengt

- Incentive

Item 4 - Incentive Compensation Plan

- Ratification

Item 5 - Ratification of Independent Auditors Stock Information General Information 2025 Performance Highlights Our 2025 performance demonstrates our ongoing focus on transforming our culture and businesses and on executing our Lazard 2030 long-term growth strategy—with results so far that validate our strategy and reinforce our conviction in growth opportunities ahead. Selected Consolidated 2025 Financial Information ($ in millions, other than per share information and as otherwise noted) GAAP YoY% Adjusted (1) YoY% Net Revenue $ 3,099 2% $ 3,030 5% Operating Income $ 328 (15%) $ 432 5% Net Income $ 237 (15%) $ 266 9% EPS (per share, diluted) $ 2.17 (19%) $ 2.44 4% Ending Assets Under Management ($ in billions) $ 254 12% — — Shareholder Value Creation Return of Capital (2) $393 TSR since October 1, 2023 (3) 74% % FCF Returned (4) >80% (1) Adjusted net revenue, adjusted operating income, and adjusted net income are non-GAAP measures. For a description of how to calculate each non-GAAP measure and a reconciliation between each non-GAAP measure and the respective comparable GAAP financial measure, see Annex A to this Proxy Statement: Calculation of Non-GAAP Measures. (2) We calculate our return of capital during 2025 by reference to the following: (i) we paid $187 million to our shareholders in dividends; (ii) we repurchased $91 million of our common stock; and (iii) we satisfied employee tax obligations of $115 million in cash in lieu of share issuance upon vesting of equity grants. We use the same methodology to calculate our return of capital during applicable prior years. (3) Mr. Orszag became Chief Executive Officer of Lazard on October 1, 2023. We calculate TSR for this purpose by measuring the closing price of our common stock as of December 31, 2025 against the closing price of our common stock as of September 30, 2023, plus the amount of dividends paid o

- Incentive

Item 4 - Incentive Compensation Plan

- Ratification

Item 5 - Ratification of Independent Auditors Stock Information General Information ITEM 1 Election of Directors Elect three directors to our Board for three-year terms expiring at the conclusion of our annual meeting in 2029 The Board Recommends "VOTE FOR" all Director Nominees. See page 18 Board of Directors Snapshot We are committed to maintaining a well-qualified, independent Board that reflects Lazard's global perspective and strategic priorities. Our directors bring a wide range of experience, professional expertise, and viewpoints developed across multiple industries and regions. The Board balances the institutional knowledge of longer-tenured directors with the fresh perspectives of newer members, ensuring thoughtful oversight, strategic judgment, and continuity in guiding Lazard's long-term growth and value creation . Michelle Jarrard, 58 Former Senior Partner, McKinsey & Company Tenure: 9 years Committees: Compensation, Workplace and Culture (Chair) Nominee for Election Andrew M. Alper, 68 Chairman, Alper Investments, Inc. Tenure: 14 years Committees: Audit, Compensation (Chair) Iris Knobloch, 63 Chair and President, Cannes Film Festival Tenure: 8 years Committees: Compensation, Nominating and Governance (Chair) Nominee for Election Peter R. Orszag, 57 CEO and Chairman, Lazard Tenure: >2 years Committees: None Nominee for Election Balanced Tenure 0-3 years 4-7 years 8-10 years >10 years independent Dan Schulman, 68 Chief Executive Officer, Verizon Tenure: 2 years Committees: Compensation, Nominating and Governance, Workplace and Culture Stephen R. Howe Jr., 64 Former U.S. Chairman, Ernst & Young Tenure: 2 years Committees: Audit (Chair), Workplace and Culture Peter Harrison, 60 Former Chief Executive Officer, Schroders Tenure: 1 year Committees: Audit, Workplace and Culture Ann-Kristin Achleitner, 60 Professor, Technical University of Munich Tenu

- Incentive

Item 4 - Incentive Compensation Plan

- Ratification

Item 5 - Ratification of Independent Auditors Stock Information General Information Director Skills The right skills to guide our business and constructively challenge management. Strategy and Financial Experience Investment Experience Artificial Intelligence and Technology Experience 9 5 4 International Exposure/Emerging Market Experience Cybersecurity Expertise Government or Geopolitical Expertise 8 4 3 Oversight/Risk Management Expertise Human Capital Expertise Senior Leadership Experience 8 8 8 Director Demographics We strive to maintain an appropriate mix of age, tenure, and other demographics for our Board. Age Tenure Demographics 1 < 50 Years 5 0-3 Years 8 Independent 3 Women 3 Non-U.S. Citizen 4 51-60 Years 2 4-7 Years 4 61-70 Years 1 8-10 Years 1 >10 Years Board Refreshment 9 directors 6 new directors since 2020 2 new directors 3 director nominees 12 2026 Proxy Statement About Lazard Proxy Summary Item 1 - Election of Directors Corporate Governance Item 2 - Executive Compensation Item 3 - Declassification of Board

- Incentive

Item 4 - Incentive Compensation Plan

- Ratification

Item 5 - Ratification of Independent Auditors Stock Information General Information Corporate Governance Highlights We are committed to maintaining the highest standards of corporate governance, which serve the best interests of the Company and our shareholders. We also believe our ongoing engagement with shareholders helps us achieve balanced and appropriate solutions for the oversight and management of our business. The following table summarizes certain highlights of our corporate governance practices and policies. For more Independent Board Eight of our nine current directors are independent All Committees of our Board are comprised entirely of independent directors Page 31 Strong Lead Independent Director Our independent directors select a Lead Independent Director with broad responsibilities Page 35 Qualified, Experienced, and Engaged Board Our directors possess a wide array of qualifications, skills, and attributes, supporting our Board's oversight role on behalf of our shareholders Overall attendance by our directors at Board and Committee meetings averaged over 95% in 2025 Our Board and Committees conduct annual evaluations and self-assessments Page 19 Executive Sessions Independent directors meet regularly without management present Page 13 Succession Planning Our Board takes an active role in succession planning Succession and executive development are discussed with, as well as without, the Chief Executive Officer (CEO) present in executive sessions Directors regularly meet with senior managers who are not NEOs Page 42 Term Limit Policy and Continued Board Refreshment Independent directors are limited to serving four complete terms plus any partial term Four of our eight independent directors were nominated or appointed over the last two years We appointed a new lead independent director at the end of 2024 Page 33 Disciplined Compensation Programs We pay for perfor

- Incentive

Item 4 - Incentive Compensation Plan

- Ratification

Item 5 - Ratification of Independent Auditors Stock Information General Information For more Equity Ownership A significant portion of senior management's compensation is paid in deferred equity to further incentivize and align interests with shareholders A majority of director compensation is paid in deferred stock units, incentivizing directors to help create long-term value for shareholders We grant equity compensation to employees deep into the organization, reinforcing a strong ownership mindset across Lazard Page 96 Accountability Our Board adopted a "Majority Vote Policy" for uncontested elections We do not have a shareholder rights plan or poison pill Shareholders owning 10% or more of our outstanding share capital have the right to convene a special meeting Page 32 New for 2026: After incorporating feedback from our shareholders, the Board believes that it is in the best interests of the Company and its shareholders to amend the Company's Certificate of Incorporation to declassify the Board over the next three years. See Agenda Item 3 for more information. Board Independence Our Board has determined that eight of its nine directors (or 89%), including our Lead Independent Director, are independent under the listing standards of the NYSE and our own standards of director independence. Each of the Board's Committees, including the Compensation Committee, which ultimately determines the CEO's compensation, consists entirely of independent directors, and each Committee has a different chairperson. Each Committee Chair reviews, approves, and helps develop meeting schedules and agendas for the relevant Committee. Executive sessions of our Board follow regularly scheduled Board meetings, and our Lead Independent Director presides over executive sessions. Committee meetings also include executive sessions presided over by the Chairs of the applicable Committees. Our Board, through its Nominating and Governa

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