NYSE: LAZ Lazard, Inc. 8-K

Lazard shareholders approve board declassification, ending staggered director terms

Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read

Key Changes

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Stockholders voted to declassify the board over three years, transitioning from staggered multi-year terms to annual director elections. Certificate amendment filed May 22, 2026 and effective immediately.

Item 5.03 verify on EDGAR →
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Shareholders approved amendment to 2018 Incentive Compensation Plan with 61% support (48.4M for, 31.0M against), suggesting some investor concern about executive compensation changes.

Item 5.07 verify on EDGAR →
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Board approved conforming bylaw changes effective May 22, 2026 to implement the phased declassification and govern director terms during the three-year transition period.

Item 5.03 verify on EDGAR →
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Three directors elected at annual meeting: Peter Orszag, Michelle Jarrard, and Iris Knobloch. Knobloch received notably higher withheld votes (7.2M) than peers but still won decisively.

Item 5.07 verify on EDGAR →

Summary

Lazard shareholders approved a significant governance change at the May 21, 2026 annual meeting, voting to declassify the board of directors over a three-year period. This means all directors will eventually stand for election annually rather than serving staggered multi-year terms, giving investors more frequent opportunities to influence board composition.

The company filed the certificate amendment with Delaware on May 22 and it became effective immediately, with conforming bylaw changes also taking effect. For retail investors, this is a shareholder-friendly move that increases accountability and aligns Lazard with modern governance best practices.

The change matters because it gives you more control—if you're unhappy with board performance, you won't have to wait years to vote out directors. Also notable: the incentive compensation plan amendment passed with only 61% support, suggesting meaningful shareholder pushback on executive pay. Watch for the first fully declassified board election in 2029, when all directors will face annual votes. In the near term, monitor whether the governance changes correlate with any shifts in strategic direction or capital allocation decisions.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~300 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

2 Added

Added Board declassification amendment medium

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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”)

Lazard's shareholders voted to declassify the board of directors over three years, meaning directors will transition from staggered multi-year terms to annual elections. This change enhances shareholder rights by allowing investors to vote on all directors more frequently. The Certificate of Amendment was filed with Delaware on May 22, 2026 and became effective immediately.

Show 1 minor / wording change

Added Amended and Restated By-Laws low

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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 board approved new bylaws that became effective May 22, 2026, implementing conforming changes for the phased board declassification. The bylaws include updated provisions governing director terms for newly created directorships or vacancies to align with the three-year transition to annual director elections.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~200 words

Lazard held its 2026 Annual Meeting on May 21, 2026, with shareholders voting on director elections, executive compensation, board declassification, incentive plan amendment, and auditor ratification.

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Added Board declassification approval medium

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3.Approval of amendment of Certificate of Incorporation to declassify the Board of Directors 79,740,983185,506476,25212,681,449

Shareholders approved an amendment to the Certificate of Incorporation to declassify the Board of Directors with 79,740,983 votes for, 185,506 against, and 476,252 abstentions. This means all directors will stand for election annually rather than in staggered multi-year terms, giving shareholders more frequent voting opportunities on board composition.

Show 1 minor / wording change

Added Director elections low

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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

Three directors were elected: Peter R. Orszag (78,696,136 for), Michelle Jarrard (78,911,419 for), and Iris Knobloch (73,168,529 for). Knobloch received notably more withheld votes (7,234,212) compared to the other two directors, though all three were elected with substantial majorities.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Lazard filed amendments to its Certificate of Incorporation and By-Laws effective May 22, 2026.

2 Added

Added Certificate of Incorporation amendment medium

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Certificate of Amendment, dated May 22, 2026, to the Certificate of Incorporation of Lazard, Inc.

Lazard filed a Certificate of Amendment to its Certificate of Incorporation dated May 22, 2026. The 8-K does not disclose the substance of the amendment, only that it was filed as an exhibit. Without the exhibit content, the materiality and investor impact cannot be determined from this filing alone.

Added By-Laws amendment medium

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Amended and Restated By-Laws of Lazard, Inc., effective as of May 22, 2026

Lazard adopted Amended and Restated By-Laws effective May 22, 2026. The 8-K does not describe what changes were made to the By-Laws. Such amendments can affect governance, shareholder rights, or board procedures, but specifics require reviewing the attached exhibit.