DEF: Lazard Global Fund Schedules 2026 Annual Meeting
Annual Meeting Proxy Statement
Lazard Global Total Return and Income Fund, Inc. announces its Annual Meeting of Stockholders for April 30, 2026, primarily for director elections.
Summary
- The Annual Meeting of Stockholders for Lazard Global Total Return and Income Fund, Inc. will be held on Thursday, April 30, 2026, at 3:00 p.m., Eastern Time, at 30 Rockefeller Plaza, New York.
- Stockholders of record as of March 11, 2026, are entitled to vote at the Annual Meeting.
- The primary proposals include the election of one Class I Director for a one-year term expiring in 2027 and three Class III Directors for three-year terms expiring in 2029.
- As of the Record Date, 13,012,942 shares of the Fund's Common Stock were issued and outstanding.
- The Board of Directors, including Independent Directors, recommends voting for all nominated directors.
- Deloitte & Touche LLP has been approved as the Fund's independent auditors for the fiscal year ending December 31, 2026, following a recommendation from the Audit Committee.
- Audit fees billed by Deloitte were $46,223 in 2024 and $51,445 in 2025.
- First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation collectively reported beneficial ownership of 1,629,189 shares, representing 12.52% of the Common Stock as of December 31, 2025.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, as it is a standard procedural proxy statement for an annual meeting, primarily focused on corporate governance matters such as director elections and auditor appointments, without disclosing any material financial or operational news.
Positives
- The Fund maintains a high percentage of Independent Directors, with 75% of the Board being independent, exceeding the 1940 Act requirement of 40%.
- The Board has a designated lead Independent Director to chair meetings and facilitate communication, enhancing independent oversight.
- The Audit Committee, comprised solely of Independent Directors, actively oversees financial reporting, internal controls, and auditor independence.
- The Nominating Committee considers a potential nominee's professional experience, education, skills, and other individual qualities and attributes, including gender, race, or national origin, for beneficial diversity.
Negatives
- No Directors attended the previous year's annual meeting of stockholders, and the Fund does not have a formal policy regarding Directors' attendance at annual meetings.
Risks
- The Board's oversight role does not make the Board a guarantor of the Fund's investments or activities.
- It is not possible to eliminate all of the risks applicable to the Fund, despite policies and procedures adopted by the Board and service providers.
Future Outlook
The filing primarily focuses on past fiscal year performance and upcoming corporate governance matters, with no explicit forward-looking statements or guidance regarding the Fund's investment performance or strategic direction beyond the election of directors and the appointment of auditors for the next fiscal year.
Management Comments
- "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." Mark R. Anderson, Secretary (March 18, 2026 letter to stockholders).
Industry Context
StockSavvy.ai notes that this DEF 14A filing is a standard procedural document for a closed-end investment company, focusing on annual meeting logistics and corporate governance. The election of directors and appointment of auditors are routine events in the investment fund industry, reflecting ongoing compliance with regulatory requirements and best practices for board oversight. The detailed breakdown of audit and non-audit fees for Deloitte & Touche LLP is also typical for SEC filings, providing transparency on auditor compensation and independence considerations.
Comparison to Industry Standards
- The Fund's board composition, with 75% Independent Directors, exceeds the 1940 Act requirement of 40% for investment companies, aligning with or surpassing governance standards often seen in well-managed closed-end funds like BlackRock Enhanced Global Dividend Trust (NYSE: BOE) or Eaton Vance Tax-Managed Global Diversified Equity Income Fund (NYSE: EXG), which typically maintain a strong independent director presence.
- The establishment of dedicated Audit and Nominating Committees, comprised solely of Independent Directors, is a standard best practice for corporate governance in the investment management industry, comparable to structures found in leading fund complexes such as Fidelity or Vanguard.
- The detailed disclosure of audit and non-audit fees, along with the pre-approval policy for auditor services, demonstrates adherence to SEC and PCAOB independence requirements, similar to the transparency provided by other publicly traded funds regarding their relationships with auditors like PwC or EY.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Robert L. Forsyth | March 2026 | Election/Appointment to the Board |
| Director, Chief Executive Officer and President | NA | Jennifer A. Ryan | March 2026 | Election/Appointment to the Board and Executive Leadership |
| Chief Compliance Officer | NA | Kyle C. DiGangi | September 2025 | Appointment |
| Chief Financial Officer | NA | Christina Kennedy | September 2024 | Appointment |
| Treasurer | NA | Ariona C. Fundo | June 2025 | Appointment |
| Assistant Secretary | NA | Robert Spiro | September 2024 | Appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Composition | The Board currently consists of 75% Independent Directors, exceeding the 1940 Act requirement of 40%. | Ongoing | Enhances independent oversight and aligns with best practices for investment company governance. |
| Board Leadership Structure | The Independent Directors have designated a lead Independent Director to chair meetings, review agendas, and facilitate communication. | Ongoing | Provides a strong independent voice and leadership within the Board, particularly given the relationship with the investment manager. |
| Audit Committee | The Audit Committee is comprised of all Independent Directors and oversees financial reporting, internal controls, and auditor independence. | Ongoing | Ensures robust oversight of financial integrity and compliance, with members also independent under NYSE listing standards. |
| Nominating Committee | The Nominating Committee is comprised of all Independent Directors and considers diversity (professional experience, education, skills, gender, race, national origin) in identifying potential nominees. | Ongoing | Promotes a diverse and qualified Board, enhancing the range of perspectives and expertise. |
| Auditor Selection Policy | The Audit Committee or its Chair pre-approves Deloitte's engagements for audit and non-audit services to the Fund and Service Affiliates on a case-by-case basis. | Ongoing | Maintains auditor independence and ensures appropriate oversight of all services provided by the independent registered public accounting firm. |
Related Party Transactions
- Jennifer A. Ryan and Robert L. Forsyth are considered 'Interested Directors' due to their positions with Lazard Asset Management LLC (LAM), which serves as the Fund's investment manager.
- LAM, with its principal office at 30 Rockefeller Plaza, New York, serves as the Fund's investment manager and administrator.
Stakeholder Impact
- Shareholders: Will have the opportunity to vote on the election of directors and other business at the Annual Meeting, influencing the Fund's governance.
- Directors: The election process will determine the composition of the Board, with new terms for Class I and Class III Directors.
- Management: The appointment of new officers and the continued service of existing management ensure operational continuity and compliance.
- Auditors: Deloitte & Touche LLP's reappointment as independent auditors ensures continued external scrutiny of the Fund's financial statements.
Next Steps
- Stockholders are urged to vote by internet, telephone, or mail for the Annual Meeting on April 30, 2026.
- The Fund will advise stockholders of the voting results of the Annual Meeting in its next Semi-Annual Report.
- Stockholder proposals for the 2027 annual meeting under Rule 14a-8 must be received by November 18, 2026.
- Stockholder director nominations or other proposals for the 2027 annual meeting (not for inclusion in the proxy statement) must be delivered between October 19, 2026, and November 18, 2026.
Key Dates
| Date | Description |
|---|---|
| 2004-02 | Kenneth S. Davidson and Richard Reiss, Jr. first became Directors of the Fund. |
| 2004-09 | Robert M. Solmson first became a Director of the Fund. |
| 2004-12 | Cesar A. Trelles first became Assistant Treasurer of the Fund. |
| 2007-02 | Nancy A. Eckl first became a Director of the Fund. |
| 2014-04 | Trevor W. Morrison first became a Director of the Fund. |
| 2014-08 | Franci J. Blassberg first became a Director of the Fund. |
| 2017-02 | Mark R. Anderson first became Vice President and Secretary of the Fund. |
| 2024-03-13 | Date of the Proxy Statement for the Fund filed with the SEC relating to the Fund's April 25, 2024 annual meeting, which included the Nominating Committee Charter. |
| 2024-04-25 | Date of the previous year's annual meeting of stockholders. |
| 2024-09 | Christina Kennedy first became Chief Financial Officer and Robert Spiro first became Assistant Secretary of the Fund. |
| 2024-12-31 | End of fiscal year for which Deloitte billed $46,223 in audit fees and $838,917 in non-audit fees. |
| 2025-02-20 | Audit Committee reviewed the Fund's audited financial statements for the fiscal year ended December 31, 2025, and recommended their inclusion in the Annual Report. |
| 2025-06 | Ariona C. Fundo first became Treasurer of the Fund. |
| 2025-09 | Kyle C. DiGangi first became Chief Compliance Officer of the Fund. |
| 2025-12-31 | End of fiscal year for which Deloitte billed $51,445 in audit fees and $847,161 in non-audit fees. Also, the date as of which beneficial ownership of shares and Director compensation were valued. |
| 2026-01-14 | Date First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed a combined beneficial ownership report on Schedule 13G/A. |
| 2026-02-28 | Date as of which no stockholder was deemed a control person of the Fund. |
| 2026-03 | Robert L. Forsyth and Jennifer A. Ryan became Directors of the Fund. |
| 2026-03-11 | Record Date for stockholders entitled to vote at the Annual Meeting. |
| 2026-03-18 | Date of the Notice of Annual Meeting of Stockholders and the date the Audit Committee recommended and the Board approved Deloitte as independent auditors. |
| 2026-03-27 | Approximate date the Proxy Statement and accompanying materials were sent to stockholders. |
| 2026-04-30 | Date of the Annual Meeting of Stockholders. |
| 2026-10-19 | Earliest date for stockholder notice of director nominations or other proposals for the 2027 annual meeting (not included in proxy statement). |
| 2026-11-18 | Latest date for stockholder proposals to be received for inclusion in the 2027 annual meeting proxy statement, and latest date for stockholder notice of director nominations or other proposals for the 2027 annual meeting (not included in proxy statement). |
| 2027 | Year the term of the elected Class I Director will expire. |
| 2028 | Year the terms of Class II Directors Kenneth S. Davidson, Nancy A. Eckl, and Trevor W. Morrison will expire. |
| 2029 | Year the terms of the elected Class III Directors will expire. |
Keywords
Lazard Global Total Return and Income Fund, Proxy Statement, Annual Meeting, Director Election, Corporate Governance, SEC Filing, Closed-End Fund, Investment Company, Audit Committee, Nominating Committee, Shareholder Vote
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