Lazard (LAZ) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with key proposals including director elections, executive compensation, board declassification, incentive plan amendment, and auditor ratification.

• 2025 marked strong progress on the long-term Lazard 2030 strategy, with record Financial Advisory revenue, asset management inflows, and significant shareholder value creation.

• Shareholder engagement was expanded, with feedback directly shaping governance and compensation enhancements.

Voting matters and shareholder proposals

• Shareholders will vote on: election of three directors, advisory say-on-pay, declassification of the board, amendment to the 2018 Incentive Compensation Plan, and ratification of Deloitte as auditor.

• Board recommends voting FOR all proposals.

• Board proposes declassifying the board over three years, resulting in annual director elections by 2029.

• Amendment to the incentive plan seeks to add 25 million shares for equity awards to support talent retention and alignment.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent, with a mix of tenures and diverse backgrounds.

• Four new independent directors added in the last two years, bringing expertise in AI, technology, investment, and risk management.

• Lead Independent Director role strengthened, with broad responsibilities for oversight and shareholder engagement.

• Board committees (Audit, Compensation, Nominating and Governance, Workplace and Culture) are fully independent.

• Annual board and committee evaluations, majority vote policy for uncontested elections, and no poison pill in place.