0001311370FALSE00013113702026-07-022026-07-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 2, 2026
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Lazard, Inc.
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| Delaware | 001-32492 | 98-0437848 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | |
30 Rockefeller Plaza New York, New York | | 10112 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 212-632-6000
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | LAZ | | New York Stock Exchange |
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of Andrew M. Alper from the Board of Directors
On July 7, 2026, Andrew M. Alper, a member of the Board of Directors (the “Board”), Chair of the Compensation Committee of the Board (the “Compensation Committee”) and a member of the Audit Committee of the Board, notified Lazard, Inc. (the “Company”) of his decision to retire from the Board, including all committees on which he serves, effective today. Mr. Alper’s decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Kathy Elsesser to the Board of Directors and as a member of the Compensation Committee of the Board of Directors
On July 2, 2026, the Board elected Kathy Elsesser to join the Board, effective July 7, 2026. Ms. Elsesser was appointed to serve on the Compensation Committee, also effective July 7, 2026, and will serve as Chair of the Compensation Committee upon Mr. Alper’s retirement from the Board. Ms. Elsesser will receive compensation pursuant to the Company’s directors’ compensation program for non-employee directors, the terms of which are described in Item 1 of the Company’s definitive proxy statement on Schedule 14A filed on April 7, 2026 and are incorporated herein by reference.
There are no arrangements or understandings with any person pursuant to which Ms. Elsesser was appointed to serve as a director of the Company. Ms. Elsesser has no family relationship with any director or executive officer of the Company, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the election of Ms. Elsesser to the Board and appointment to the Compensation Committee of the Board 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 Securities Exchange Act of 1934, as amended (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.
| | | | | |
| Exhibit No. | Description |
| 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.
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| LAZARD, INC. (Registrant) |
| | |
| By: | /s/ Shari Soloway |
| Name: | Shari Soloway |
| Title: | Corporate Secretary |
Dated: July 7, 2026 | | |