Lazard, Inc. 8-K

What Happened

• Lazard, Inc. announced that at its Annual Meeting of Shareholders on May 21, 2026, stockholders approved an amendment to the Company’s Certificate of Incorporation to declassify the board of directors over a three-year phased period.
• Following approval, Lazard filed the Certificate of Amendment with the Delaware Secretary of State on May 22, 2026, and it became effective that day. The Board also adopted Amended and Restated By‑Laws effective upon the amendment’s effectiveness to reflect the phased declassification and related director term and vacancy provisions.
• The full texts of the Certificate of Amendment and the Amended and Restated By‑Laws are included as Exhibits 3.1 and 3.2 to the 8‑K.

Key Details

• Vote/Meeting: Annual Meeting held May 21, 2026; stockholder approval of the declassification amendment.
• Effective date: Certificate of Amendment filed and effective May 22, 2026.
• Scope: Phased declassification of the Board over a three-year period and conforming changes to by‑laws governing terms for directors elected to new seats or vacancies.
• Documents: Certificate of Amendment (Exhibit 3.1) and Amended and Restated By‑Laws (Exhibit 3.2) filed with the 8‑K.

Why It Matters

• Declassifying the board moves Lazard from staggered multi‑year director terms to a structure where directors will be elected on an annual basis over a three‑year transition, making it possible for shareholders to change the full board more quickly.
• This is a corporate governance change (not a financial or management change) that can affect shareholder influence and board accountability; investors should note the effective date (May 22, 2026) and review the filed by‑laws for details on director term and vacancy rules.