SEC Form 8-K filed by Stifel Financial Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 5, 2024

 

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-09305		43-1273600
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

501 N. Broadway, St. Louis, Missouri 63102-2188

(Address of principal executive offices and zip code)

(314) 342-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.15 par value per share		SF		New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B		SF-PB		New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 6.125% Non-Cumulative Preferred Stock, Series C		SF-PC		New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D		SF-PD		New York Stock Exchange
5.20% Senior Notes due 2047		SFB		New York Stock Exchange

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))

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. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Stifel Financial Corp. (the “Company”) was held on June 5, 2024 to (i) elect twelve members of the Board of Directors; (ii) approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Company’s Proxy Statement; and (iii) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

As of April 8, 2024, the record date for the Annual Meeting, there were 102,574,011 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 98,094,663 shares of common stock were represented in person or by proxy, constituting a quorum.

The final results for the proposals voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors:

The Company’s shareholders elected twelve directors to hold office until the 2025 annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal. The following table shows the results of the shareholders’ votes:

 

		For				Withhold Authority				Abstentions				Broker Non-votes
Adam T. Berlew			86,545,168				473,746				—				11,075,749
Maryam S. Brown			86,509,171				509,743				—				11,075,749
Michael W. Brown			83,761,676				3,257,238				—				11,075,749
Lisa L. Carnoy			86,554,591				464,323				—				11,075,749
Robert E. Grady			81,571,853				5,447,061				—				11,075,749
James P. Kavanaugh			85,807,877				1,211,037				—				11,075,749
Ronald J. Kruszewski			82,419,641				4,599,273				—				11,075,749
Daniel J. Ludeman			85,556,876				1,462,038				—				11,075,749
Maura A. Markus			76,005,818				11,013,096				—				11,075,749
David A. Peacock			82,636,380				4,382,534				—				11,075,749
Thomas W. Weisel			85,630,929				1,387,985				—				11,075,749
Michael J. Zimmerman			83,983,289				3,035,625				—				11,075,749

Proposal 2 – To approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement:

 

For		Against		Abstentions		Broker Non-votes
84,640,157		2,211,289		167,468		11,075,749

Proposal 3 – To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024:

 

For		Against		Abstentions		Broker Non-votes
96,734,217		1,271,528		88,918		N/A

 

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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.

 

						STIFEL FINANCIAL CORP.
Date: June 5, 2024				By:		/s/ James M. Marischen
				Name:		James M. Marischen
				Title:		Chief Financial Officer

 

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