Lazard, Inc.
For the period ended Apr 7, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 7, 2026 · Filed Apr 7, 2026
Contents
Board Evaluation Process
Our Board is committed to continually strengthening all aspects of corporate governance and our Board and the individual
directors regularly evaluate their own effectiveness and the effectiveness of the Board process. As part of that review, the
Chair of the Nominating and Governance Committee conducts one-on-one discussions with all directors utilizing
questionnaires to assess overall effectiveness, including with respect to strategic oversight, interactions with, and evaluations
of, management, board culture, board structure and operation, governance policies and committee structure, functioning, and
composition. The results of these evaluations are aggregated and shared on an anonymous basis with the Nominating and
Governance Committee, which then reviews and presents its findings to the full Board for discussion and feedback. Through
this regular self-assessment, the Board identifies areas for further reflection and improvement and, as appropriate, updates or
changes our existing practices. The Nominating and Governance Committee annually reviews, updates and approves the
evaluation framework, including the director evaluation questionnaires, in light of changing conditions and
shareholder interests.
| Annual Process is Initiated & Format Reviewed | The Nominating and Governance Committee initiates the annual evaluation process by reviewing the format of the Board and committee evaluation process to ensure that actionable feedback is solicited on the performance of the Board and the committees. |
| Discussions with Directors Utilizing Questionnaires | The Chair of the Nominating and Governance Committee conducts one-on-one discussions with all directors utilizing questionnaires. The questionnaires solicit commentary on various topics, including Board and committee composition and performance, meeting materials, access to management, among other matters. Directors were also invited to discuss the performance of other directors. |
| Review by Nominating and Governance Committee | The results of the director self-evaluation questionnaires and interviews are compiled and anonymized, and then shared with the Nominating and Governance Committee, which reviews and discusses the evaluations and highlights key areas for further discussion, reflection, and improvement. |
| Presentation of Findings | The Nominating and Governance Committee presents its findings to the full Board for discussion and feedback. Based on these findings, the Board assesses the overall effectiveness of the Board and identifies possible areas for further consideration and improvement. |
| Feedback Incorporated | In response to feedback solicited from the Board, the Nominating and Governance Committee discusses areas of focus for improvement and works with management and the Board committees to develop appropriate action plans. |
Changes and enhancements as a result of director feedback have included, for example:•Enhancing discussions on strategy and the competitive landscape at Board meetings and in executive sessions•Enhancing the focus of materials presented to the Board and its Committees•Allocation of timing between presentations and discussions•Reassessing board composition and desired attributes for new directors
| 2026 Proxy Statement | 47 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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