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): April 23, 2013
Lazard Ltd
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction
of incorporation)
| 001-32492 | 98-0437848 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| Clarendon House, 2 Church Street, Hamilton, Bermuda | HM 11 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code 441-295-1422
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)) |
| Item 2.02 | Results of Operations and Financial Condition. |
On April 26, 2013, Lazard Ltd (the “Company”) issued a press release announcing financial results for its first quarter ended March 31, 2013. A copy of the Company’s 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 23, 2013, the Company held its 2013 Annual General Meeting of Shareholders, at which shareholders (i) voted upon the election of Laurent Mignon, Richard D. Parsons and Hal S. Scott to the Board of Directors for a three-year term expiring in 2016; (ii) voted upon the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration, (iii) voted, on a non-binding advisory basis, upon a resolution regarding executive compensation and (iv) voted, on a non-binding advisory basis, upon a shareholder proposal regarding the separation of the Company’s Chairman and Chief Executive Officer positions.
The shareholders elected all three directors, approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013, and approved, in a non-binding advisory vote, the resolution regarding executive compensation.
The shareholders did not approve the non-binding shareholder proposal regarding the separation of the Company’s Chairman and Chief Executive Officer positions.
On each matter voted upon, the Company’s Class A common stock and Class B common stock voted together as a single class. The number of votes cast for, against or withheld 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.
| For | Withheld | Abstain | Broker Non-Votes | |||||||
| 1. |
Election of Directors: | |||||||||
| Laurent Mignon | 89,995,515 | 11,501,894 | * | 19,323,477 | ||||||
| Richard D. Parsons | 100,787,077 | 710,332 | * | 19,323,477 | ||||||
| Hal S. Scott | 100,587,313 | 910,096 | * | 19,323,477 | ||||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| 2. |
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration | 120,161,449 | 642,344 | 17,093 | 0 | |||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| 3. |
A non-binding advisory vote regarding executive compensation | 98,490,138 | 2,563,053 | 443,218 | 19,323,477 | |||||
| For | Against | Abstain | Broker Non-Votes | |||||||
| 4. |
A non-binding shareholder proposal regarding the separation of the Company’s Chairman and Chief Executive Officer positions | 31,263,274 | 70,004,842 | 229,293 | 19,323,477 | |||||
| * | Not applicable |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are furnished as part of this Report on Form 8-K:
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release issued on April 26, 2013. | |
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 LTD | ||||||
| (Registrant) | ||||||
| By: | /s/ Scott D. Hoffman | |||||
| Name: | Scott D. Hoffman | |||||
| Title: | Managing Director and General Counsel | |||||
| Dated: April 26, 2013 | ||||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release issued on April 26, 2013. | |