Other Information
−Removed: During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .
+Added: During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .
+Added: On October 26, 2023, the Company announced its intention to convert to a U.S.
+Added: C-Corporation effective January 1, 2024, subject to compliance with global regulatory requirements.
+Added: The conversion is expected to be non-taxable to the Company and its shareholders.
3.1 Certificate of Incorporation and Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement (File No.
10 unchanged sentences
333-121407) on Form S-1/A filed on April 11, 2005).
−Removed: 4.2 I ndenture, dated as of May 10, 2005, by and between Lazard Group LLC and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Lazard Group LLC’s Registration Statement (File No.
+Added: 4.2 Indenture, dated as of May 10, 2005, by and between Lazard Group LLC and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Lazard Group LLC’s Registration Statement (File No.
333-126751) on Form S-4 filed on July 21, 2005).
8 unchanged sentences
4.7 Form of Senior Note (included in Exhibits 4.3 , 4.4 , 4.5 , and 4.6 ).
−Removed: 10.1 Third Amended and Restated Operating Agreement of Lazard Group LLC, dated as of March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Reg i s trant ’ s Quarterly Report (File No.
+Added: 10.1 Third Amended and Restated Operating Agreement of Lazard Group LLC, dated as of March 31, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report (File No.
001-32492) on Form 10-Q filed on May 2, 2023).
19 unchanged sentences
001-32492) filed on April 6, 2022).
−Removed: 10.9* Amendment to Amended and Restated Agreement R elating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Kenneth M.
−Removed: Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Rep ort on Form 8 - K (File No.
+Added: 10.9* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Kenneth M.
+Added: Jacobs (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
001-32492) filed on May 26, 2023).
2 unchanged sentences
001-32492) filed on April 6, 2022) .
−Removed: 10.11* Amendment to Amended and Restated Agreement R elating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Evan L.
−Removed: Russo (inco rporated by reference to Exhi bit 10.3 to the Re gistrant ’ s Current Report on Form 8 -K (File No.
+Added: 10.11* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Evan L.
+Added: Russo (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.
001-32492) filed on May 26, 2023).
2 unchanged sentences
001-32492) filed on April 6, 2022).
−Removed: 10.13* Amendment to Amended and Restated Agreement R elating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Peter R.
−Removed: Orszag (inco rporated by reference to Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K (File No.
+Added: 10.13* Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Peter R.
+Added: Orszag (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
001-32492) filed on May 26, 2023).
17 unchanged sentences
001-32492) filed on July 28, 2022).
+Added: 10.21* Letter Agreement, dated as of A u gust 23, 202 3 , by and between Lazard Group LLC and Mary Ann Betsch (incorporated by reference to Exhibit 10.
+Added: 2 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-32492) filed on August 2 5 , 202 3 ).
+Added: 10.22* Letter Agreement, dated as of Ju ne 2 9 , 2023, by and between Lazard Frères & Co.
+Added: LLC and M icha el Gathy .
10.23* Form of Award Letter for Annual Grant of Deferred Stock Units to Non-Executive Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
2 unchanged sentences
001-32492) filed on May 11, 2006) .
−Removed: 10.23 Second Amended and Restated Credit Agreement, dated as of Ju ne 6 , 202 3 , among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent .
+Added: 10.25 Second Amended and Restated Credit Agreement, dated as of June 6, 2023, among Lazard Group LLC, the Banks from time to time parties thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.23 to the Registrant’s Quarterly Report (File No.
+Added: 001-32492) on Form 10-Q filed on July 31, 2023).
10.26* Form of Agreement for Performance-Based Profits Interest Participation Right Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Quarterly Report on Form 10-Q (File No.
10 unchanged sentences
001-32492) on Form 10-Q filed on May 2, 2023.
−Removed: 10.30* F orm of Agreement evidencing grant of Restricted Stock Units under the 2018 Incentive Compensation Plan (incorp or ated by reference to Exhibit 10.27 to the Re gistrant ’ s Quarterly Report (File No.
+Added: 10.32* Form of Agreement evidencing grant of Restricted Stock Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report (File No.
001-32492) on Form 10-Q filed on May 2, 2023.
−Removed: 31.1 Rule 13a-14(a) Certification of Kenneth M.
+Added: 10.33* Form of Agreement evidencing grant of Stock Performance Profits Interest Participation Rights Units under the 2018 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-32492) filed on August 25, 2023.
+Added: 31.1 Rule 13a-14(a) Certification of Peter R.
31.2 Rule 13a-14(a) Certification of Mary Ann Betsch.
−Removed: 32.1 Section 1350 Certification for Kenneth M.
+Added: 32.1 Section 1350 Certification for Peter R.
32.2 Section 1350 Certification for Mary Ann Betsch.
9 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: July 31, 2023
+Added: October 27, 2023
/s/ Mary Ann Betsch
1 unchanged sentence
Chief Financial Officer
+Added: /s/ Michael Gathy
+Added: Michael Gathy
+Added: Chief Accounting Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.