8-K

 

 

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): July 7, 2015

 

 

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.)

One Financial Plaza

501 North Broadway

St. Louis, Missouri 63102-2102

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (314) 342-2000

Not Applicable

(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):

 

¨ 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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2015, the Board of Directors approved the Executive Incentive Performance Plan (the “Performance Plan”), subject to shareholder approval at 2015 Annual Meeting of Shareholders (the “Annual Meeting”). The Performance Plan was approved by the vote of shareholders that was certified at the reconvening of the adjourned Annual Meeting on July 7, 2015. A summary of the Performance Plan is included in the Proxy Statement filed with the Securities and Exchange Commission on April 30, 2015 (the “Proxy Statement”). The summary is qualified in its entirety by reference to the complete plan, which is included as Exhibit A to the Proxy Statement and incorporated by reference herein.

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

The Annual Meeting of Stifel Financial Corp. (the “Company”) was convened on June 10, 2015 and subsequently adjourned by shareholders to permit additional time to solicit shareholder votes on the proposals to (i) elect six 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; (iii) approve the Executive Incentive Performance Plan; and (iv) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. The Annual Meeting was reconvened on July 7, 2015, at which time the final votes on each of the proposals were certified.

As of April 14, 2015, the record date for the Annual Meeting, there were 67,873,541 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 65,704,169 shares of common stock were represented in person or by proxy, constituting a quorum.

The final results for the proposals certified at the reconvened Annual Meeting are set forth below:

Proposal I – Election of Six Directors:

The Company’s shareholders elected six Class II directors to hold office until the 2018 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
 

Nominees for Class II:

           

Charles A. Dill

     50,594,028         12,556,755         —           2,553,386   

Richard J. Himelfarb

     54,392,271         8,758,512         —           2,553,386   

Alton F. Irby III

     52,236,332         10,914,451         —           2,553,386   

Victor J. Nesi

     56,515,208         6,635,575         —           2,553,386   

James M. Zemlyak

     54,050,194         9,100,589         —           2,553,386   

Michael J. Zimmerman

     61,827,846         1,322,937         —           2,553,386   

Proposal II – 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    

 

 

35,504,974

    27,430,600     215,209     2,553,386  

Proposal III – To approve the Executive Incentive Performance Plan:

 

 

 

  For    

 

  Against    

 

  Abstentions    

 

  Broker Non-votes    

 

 

59,467,867

    3,183,511     499,405     2,553,386  

Proposal IV – To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015:

 

 

 

  For    

 

  Against    

 

  Abstentions    

 

  Broker Non-votes    

 

 

65,559,445

    92,491     52,233     —    


Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

  

Description of Exhibit

    10.1   

Stifel Financial Corp. 2015 Executive Incentive Performance Plan, incorporated by reference to Exhibit A of the Company’s definitive proxy statement for the 2015 Annual Meeting of Shareholders, filed on April 30, 2015.


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: July 7, 2015 By: /s/ Ronald J. Kruszewski
     

 

Name: Ronald J. Kruszewski
Title: Chairman and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit Number

  

Description of Exhibit

    10.1   

Stifel Financial Corp. 2015 Executive Incentive Performance Plan, incorporated by reference to Exhibit A of the Company’s definitive proxy statement for the 2015 Annual Meeting of Shareholders, filed on April 30, 2015.