LAZARD GLOBAL TOTAL RETURN & INCOME FUND INC

DEF 14A 1 c108448_def14a.htm

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)

Check the appropriate box:

LAZARD GLOBAL TOTAL RETURN AND INCOME FUND, INC.

(Name of Registrants as Specified in Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrants)

Payment of Filing Fee (Check the appropriate box):

New York, New York 10112

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc. (the “Fund”) to be held at 30 Rockefeller Plaza, 58 th Floor, Conference Room 58A, New York, New York 10112, on Thursday, April 25, 2024, at 3:00 p.m., Eastern Time (the “Annual Meeting”).

Whether or not you plan to attend, please vote by internet, telephone or mail in accordance with the instructions on the enclosed proxy card(s) to assure that your shares are represented at the meeting.

Sincerely,

Nathan A. Paul

President

New York, New York 10112

The Annual Meeting of Stockholders of Lazard Global Total Return and Income Fund, Inc. (the “Fund”), a Maryland corporation, will be held on Thursday, April 25, 2024, at 3:00 p.m., Eastern Time (the “Annual Meeting”), to consider and act upon the following proposals:

Stockholders of record at the close of business on March 6, 2024 will be entitled to receive notice of, and to participate and to vote at, the Annual Meeting and any postponement or adjournment thereof.

Your vote is important regardless of the size of your holdings in the Fund. Whether or not you expect to be present at the Annual Meeting, please vote by internet, telephone or mail in accordance with the instructions on the enclosed proxy card. If you desire to vote in person at the Annual Meeting, you may revoke any proxy previously given. The Proxy Statement for the Annual Meeting accompanies this Notice and also is available along with proxy card and other proxy materials at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41.

By Order of the Board of Directors

Mark R. Anderson

Secretary

New York, New York

New York, New York 10112

This Proxy Statement, which also is available at https://www.lazardassetmanagement.com/us/en_us/funds/list/closed-end-funds/41, is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Lazard Global Total Return and Income Fund, Inc. (the “Fund”), a Maryland corporation, for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of Lazard Asset Management LLC (“LAM”), 30 Rockefeller Plaza, 58 th Floor, Conference Room 58A, New York, New York 10112, on Thursday, April 25, 2024, at 3:00 p.m., Eastern Time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders dated March 13, 2024. The Fund is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

Stockholders of record at the close of business on March 6, 2024 (the “Record Date”) will be entitled to receive notice of, and to participate and to vote at, the Annual Meeting and any postponement or adjournment thereof.

As of the Record Date, 13,012,942 shares of the Fund’s Common Stock were issued and outstanding. This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and form of proxy were sent to stockholders on or about March 22, 2024. Stockholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held.

If the accompanying form of proxy card is properly executed and returned in time to be voted at the Annual Meeting, the shares covered thereby will be voted in accordance with the instructions marked thereon. Executed and returned proxies that are unmarked will be voted “for” the proposals and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Annual Meeting or any adjournment or postponement thereof. A stockholder may revoke his or her proxy by appearing at the Annual Meeting and voting in person, or by giving written notice of such revocation to the Secretary of the Fund or by returning a later-dated proxy before the Annual Meeting.

Only stockholders of record on the Record Date, and their duly authorized representatives, are entitled to attend the Annual Meeting and any postponement or adjournment thereof. To gain admittance, stockholders must bring a form of personal identification to the Annual Meeting and, if their shares are held by a broker, bank or other nominee, a “legal proxy” from the applicable record holder. We note that obtaining a legal proxy may take several days. The names of stockholders of record will be verified against the Fund’s stockholder

lists. If a broker or other nominee holds your shares and you plan to attend the Annual Meeting, you should bring a recent brokerage statement showing your ownership of Fund shares. Only stockholders of the Fund present in person or by proxy will be able to vote, or otherwise exercise the powers of a stockholder, at the Annual Meeting.

The presence at the Annual Meeting, in person or by proxy, of a majority of the votes entitled to be cast shall be necessary and sufficient to constitute a quorum for the transaction of business (a “Quorum”) for the Fund’s Annual Meeting. If a Quorum is not present at the Annual Meeting, or if a Quorum is present but sufficient votes to approve a proposal are not received, the chairman of the Annual Meeting shall have the power to adjourn the Annual Meeting from time to time, without notice other than announcement at the Annual Meeting. Shares represented by properly executed proxies with respect to which a vote is withheld, or for which a broker does not vote, will be treated as shares that are present and entitled to vote for purposes of determining a Quorum, but will not constitute a vote “for” a proposal and will have no effect on the result of the vote.

In addition to soliciting proxies by mail, the Fund’s officers or employees of the Fund’s investment manager may solicit proxies by email, telephone or in person. The costs of proxy solicitation and expenses incurred in connection with preparing this Proxy Statement and its enclosures will be paid for by the Fund.