Lazard Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$LAZ
Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Peter R. Orszag to Chairman of the Board of Directors; Dan Schulman to Lead Independent Director
On November 25, 2024, Lazard, Inc. (the “Company”) announced that Mr. Peter R. Orszag has been appointed Chairman of the Board of Directors (“Board”) of the Company, effective January 1, 2025. Mr. Kenneth M. Jacobs will relinquish his board seat and serve as Senior Chairman of the Company and Senior Advisor to the Board (collectively, “Senior Chairman of the Company”), effective December 31, 2024. In addition, the Company’s independent directors appointed Mr. Dan Schulman to succeed Mr. Richard D. Parsons, who remains on the Board, as Lead Independent Director of the Company, effective January 1, 2025.
Letter Agreement with Mr. Jacobs
On November 22, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with Mr. Jacobs pursuant to which he will serve as Senior Chairman of the Company. The Letter Agreement supersedes his current retention agreement, which was set to expire on March 31, 2025.
During Mr. Jacobs’ service as Senior Chairman of the Company, he will continue to receive his current base salary and be eligible for a discretionary annual bonus, and the Letter Agreement provides that, for 2025 and 2026, Mr. Jacobs will receive guaranteed payments of $11,100,000 per year. Beginning January 1, 2026, Mr. Jacobs can transition to a consultant for a term of one-year, and beginning April 1, 2027, Mr. Jacobs’ employment will be at-will.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the leadership changes described under Item 5.02 above is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are filed or furnished as part of this Report on Form 8-K:
| Exhibit Number | Exhibit Number | ||||
| 99.1 | |||||
| 104 | Cover 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: November 25, 2024 | ||||||||