Lazard (LAZ) Proxy filing summary

Executive summary

• Achieved record Financial Advisory revenue of $1.8B in 2025, with Asset Management revenue at $1.2B and AUM up 12%.

• 2025 marked significant progress on the 2030 long-term growth strategy, including AI adoption, talent investment, and margin expansion focus for 2026.

• Total shareholder return reached 74% from October 2023 to December 2025, outpacing targets.

• Over 80% of free cash flow returned to shareholders via dividends and buybacks in 2025.

Voting matters and shareholder proposals

• Election of three directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Proposal to declassify the Board over three years, moving to annual director elections by 2029.

• Amendment to increase shares available under the 2018 Incentive Compensation Plan by 25 million.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

Board of directors and corporate governance

• Eight of nine directors are independent; all committees are fully independent.

• Board refreshment ongoing: four new independent directors added in two years, with diverse skills in AI, risk, and global markets.

• Lead Independent Director role strengthened; annual board and committee evaluations conducted.

• Majority vote policy for uncontested director elections; no poison pill or shareholder rights plan.

• Proposal to declassify the Board in response to shareholder feedback.