SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
|Clarendon House, 2 Church Street, Hamilton, Bermuda||HM 11|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code 441-295-1422
(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))|
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 2.02||Results of Operations and Financial Condition.|
On April 26, 2018, Lazard Ltd (the Company) issued a press release announcing financial results for its first quarter ended March 31, 2018. A copy of the Companys 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 5.02(e)||Approval of Lazard Ltd 2018 Incentive Compensation Plan.|
On April 24, 2018, the Company held its 2018 Annual General Meeting of Shareholders (the Annual General Meeting). As further discussed below, at the Annual General Meeting, the shareholders of the Company approved the 2018 Incentive Compensation Plan (the 2018 Plan). The Companys Board of Directors had previously adopted the 2018 Plan, subject to shareholder approval. For a description of the 2018 Plan, see Lazards Definitive Proxy Statement on Schedule 14A (File No. 001-32492), filed with the Securities and Exchange Commission on March 15, 2018. A copy of the 2018 Plan is attached as Annex B to such Proxy Statement.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
On April 24, 2018, the Company held the Annual General Meeting, at which the shareholders of the Company (i) elected Andrew M. Alper, Ashish Bhutani, Steven J. Heyer and Sylvia Jay to the Companys Board of Directors for a three-year term expiring at the conclusion of the Companys annual general meeting in 2021; (ii) approved, on a non-binding advisory basis, a resolution regarding executive compensation; (iii) approved the 2018 Plan; and (iv) ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for 2018 and authorized the Companys 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.
Election of Directors:
Andrew M. Alper
Steven J. Heyer
Non-binding advisory vote regarding executive compensation
Approval of the 2018 Plan
Ratification of appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for 2018 and authorization of the Companys Board of Directors, acting by its Audit Committee, to set their remuneration
|Item 9.01||Financial Statements and Exhibits|
(d) Exhibits. The following exhibits are furnished as part of this Report on Form 8-K:
Description of Exhibit
|Press Release issued on April 26, 2018.|
Description of Exhibit
|Press Release issued on April 26, 2018|
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.
|By:||/s/ Scott D. Hoffman|
|Name:||Scott D. Hoffman|
|Title:||Chief Administrative Officer and General Counsel|
Dated: April 26, 2018