Jefferies Financial Group Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 26, 2026

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JEFFERIES FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: 212-284-2300

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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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 26, 2026, Jefferies Financial Group Inc. (the “Company”, “we” or “our”) held its Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved an amendment and restatement of the Certificate of Incorporation of the Company (the “Restated Certificate of Incorporation”) to increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share.  On March 27, 2026, the Company delivered the Restated Certificate of Incorporation to the Department of State of the State of New York for filing.  The description of the amendment and restatement effected by the Restated Certificate of Incorporation is incorporated herein by reference to the text of the section titled “Proposal 4: Amendment and Restatement of the Certificate of Incorporation” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 23, 2026.  Such description is qualified in its entirety by the full text of the Restated Certificate of Incorporation, which has been filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Restated Certificate of Incorporation was effective as of the filing with the Department of State of the State of New York on March 27, 2026.

Item 5.07

Submission of Matters to a Vote of Security Holders

Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders at the Annual Meeting.

Our director nominees were elected to our Board of Directors and received the following votes:

		Number of Shares
		For					Against							Abstain							Broker Non-Votes
Linda L. Adamany			149,862,077					12,148,486							476,831							19,736,294
Robert D. Beyer			154,115,324					7,878,466							493,604							19,736,294
Matrice Ellis Kirk			158,388,284					3,586,069							513,041							19,736,294
Brian P. Friedman			160,822,258					1,406,374							258,762							19,736,294
MaryAnne Gilmartin			155,034,068					6,939,810							513,516							19,736,294
Richard B. Handler			160,877,951					1,348,999							260,444							19,736,294
Yoshihiro Hyakutome			160,943,629					1,162,789							380,976							19,736,294
Thomas W. Jones			159,661,357					2,299,873							526,164							19,736,294
Jacob M. Katz			159,628,315					2,369,202							489,877							19,736,294
Michael T. O’Kane			153,460,758					8,533,751							492,885							19,736,294
Joseph S. Steinberg			158,549,326					3,626,220							311,848							19,736,294
Melissa V. Weiler			154,333,178					7,676,007							478,209							19,736,294

Our shareholders approved, on a non-binding advisory basis, our executive-compensation program.  Voting results were as follows:

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2026.  Voting results were as follows:

Our shareholders approved the Restated Certificate of Incorporation to increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share.  Voting results were as follows:

In connection with the Annual Meeting, we also solicited proxies with respect to the adjournment of the Annual Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Annual Meeting to approve the Restated Certificate of Incorporation (the “Adjournment Proposal”).  As there were sufficient votes at the time of the Annual Meeting to approve the Restated Certificate of Incorporation, the Adjournment Proposal was unnecessary and such proposal was not submitted to the shareholders for approval at the Annual Meeting.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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 hereunto duly authorized.

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