UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 22,
2010
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
001-32492
(Commission File Number)
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98-0437848
(IRS Employer Identification No.)
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Clarendon House, 2 Church
Street, Hamilton, Bermuda
(Address of Principal Executive Offices)
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HM 11
(Zip Code)
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441-295-1422
Registrant’s telephone number,
including area code
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)
Retirement
of Michael Castellano
Mr. Michael Castellano, who has
served as Chief Financial Officer of Lazard Ltd (the
“Company”) and Lazard Group LLC (“Lazard Group”) since August 2001,
intends to retire as Chief Financial Officer, effective March 31,
2011.
Mr. Matthieu Bucaille, currently
Deputy Chief Executive Officer of Lazard Frères Banque in Paris, will succeed
Mr. Castellano as Chief Financial Officer of the Company and Lazard Group,
effective April 1, 2011.
A copy of the press release announcing
this information is being furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
(e)
New
Employment Agreements
On March 23, 2010, the Company and
Lazard Group entered into a First Amendment to the Agreement Relating to
Retention and Noncompetition and Other Covenants (collectively, the “Employment
Agreement Amendments”) with each of Kenneth M. Jacobs, Chairman and Chief
Executive Officer of the Company and Lazard Group, and Alexander F. Stern, Chief
Operating Officer of the Company and Lazard Group. For a
brief description of the terms and conditions of the Employment Agreement
Amendments, please see the discussion under “Compensation
Discussion and Analysis—2010 Compensation
Actions—Amended Retention
Agreements with Messrs. Jacobs and Stern” in the
Company’s
Definitive Proxy Statement on Schedule 14A, filed on March 23, 2010 (File No.
001-32492).
The preceding summary of the Employment
Agreement Amendments is qualified in its entirety by reference to the Employment
Agreement Amendments attached as Exhibit 10.1 and Exhibit 10.2 as though they
were fully set forth herein.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits. The
following exhibits are filed as part of this Current Report on Form
8-K:
Exhibit
Number
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Description
of Exhibit
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10.1
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First
Amendment, dated as of March 23, 2010, to the Agreement Relating to
Retention and Noncompetition and Other Covenants, dated as of March 18,
2005, with Kenneth M. Jacobs
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10.2
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First
Amendment, dated as of March 23, 2010, to the Agreement Relating to
Retention and Noncompetition and Other Covenants, dated as of
October 4, 2004, with Alexander F. Stern
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99.1 |
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Press
Release issued on March 22, 2010
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report on
Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
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LAZARD LTD
(Registrant)
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By:
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/s/ Scott D. Hoffman |
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Name:
Scott D. Hoffman |
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Title:
Managing Director and General Counsel |
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Dated: March 23, 2010
Exhibit
Number
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Description
of Exhibit
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10.1
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First
Amendment, dated as of March 23, 2010, to the Agreement Relating to
Retention and Noncompetition and Other Covenants, dated as of March 18,
2005, with Kenneth M. Jacobs
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10.2
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First
Amendment, dated as of March 23, 2010, to the Agreement Relating to
Retention and Noncompetition and Other Covenants, dated as of
October 4, 2004, with Alexander F. Stern
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99.1
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Press
Release issued on March 22,
2010
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