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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
April 13, 2010
Date of Report (Date of earliest event reported) STIFEL FINANCIAL CORP. (Exact name of registrant as specified in its charter) Delaware 1-9305 43-1273600 One Financial Plaza 501 North Broadway St. Louis, Missouri 63102-2102 (Address of principal executive offices, including zip code)
(314) 342-2000
(Registrant's telephone number, including area code) 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.
(e) 2010 Executive Incentive
Performance Plan
On April 13, 2010, at the Annual Stockholders' Meeting (the "2010
Annual Meeting") of Stifel Financial Corp. (the "Company"), the Company's
stockholders approved the Company's 2010 Executive Incentive Performance Plan
(the "2010 Plan"). The 2010 Plan had been approved by the Company's Board of
Directors on February 9, 2010, subject to stockholder approval. The purpose of
the 2010 Plan is to permit the Company to take a tax deduction for the full
amount of annual incentive compensation, which qualifies as "performance-based
awards" within the meaning of Section 162(m) of the U.S. Internal Revenue Code,
paid to employees who are "covered employees." An award under the 2010 Plan may
be paid in the form of cash, an award under the Stifel, Nicolaus & Company,
Incorporated Wealth Accumulation Plan, an award of restricted stock, stock units
or other benefit under the Stifel Financial Corp. Incentive Stock Plan, or any
other form of payment approved by the Compensation Committee of the Company's
Board of Directors. The foregoing description of the 2010 Plan is qualified in
its entirety by reference to the text of the complete 2010 Plan, which was
included as Appendix A to the Company's proxy statement for the 2010 Annual
Meeting filed with the Securities and Exchange Commission on February 26, 2010
and is incorporated herein by reference (the "Proxy Statement").
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the 2010 Annual Meeting, three proposals were
submitted to and approved by the Company's stockholders. The holders of
28,845,522 shares of common stock, 93% of the outstanding shares entitled
to vote as of the record date, which constituted a quorum were represented at
the meeting in person or by proxy. The proposals are described in detail in the
Company's Proxy Statement. The final results were as follows:
Proposal I:
For
Withhold Authority
Abstentions
Broker Election of Directors:
John P. Dubinsky
26,497,973
435,510 ―
1,912,039
Robert E. Lefton
21,538,565
5,394,918
―
1,912,039
Scott B. McCuaig
22,557,459
4,376,024 ―
1,912,039
James M. Oates
21,409,879
5,523,604
―
1,912,039
Ben A. Plotkin
22,518,556
4,414,927 ―
1,912,039
Proposal II:
For
Against
Abstentions
Broker
Approval of the Stifel Financial Corp. 2010
Executive Incentive Performance Plan
22,608,397
3,883,276
441,810
1,912,039
Proposal III:
For
Against
Abstentions
Broker
Ratification of Ernst & Young LLP as
independent registered public accountants
28,626,747
160,974
57,801
―
(State of
incorporation)
(Commission File
Number)
(IRS
Employer
Identification No.)
Non-votes
Non-votes
Non-votes
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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STIFEL FINANCIAL CORP. | |
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Date: April 13, 2010 |
By: |
/s/ Ronald J. Kruszewski |
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Ronald J. Kruszewski |
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President and Chief Executive Officer |