8-K

STIFEL FINANCIAL CORP.

Date: June 11, 2014

/s/ Ronald J. Kruszewski

Ronald J. Kruszewski

President and Chief Executive Officer

0001193125-14-233359.txt : 20140624 0001193125-14-233359.hdr.sgml : 20140624 20140611160259 ACCESSION NUMBER: 0001193125-14-233359 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140611 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140611 DATE AS OF CHANGE: 20140611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09305 FILM NUMBER: 14904600 BUSINESS ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 BUSINESS PHONE: 314-342-2000 MAIL ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 8-K 1 d743409d8k.htm 8-K 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): June 11, 2014

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 5.07 Submission of Matters to a Vote of Security Holders.

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Stifel Financial Corp. (the “Company”) was held on June 11, 2014 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 filed with the Securities and Exchange Commission on April 30, 2014; and (iii) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm.

As of April 14, 2014, the record date for the Annual Meeting, there were 65,466,939 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 62,930,867 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 I – Election of Six Directors:

The Company’s shareholders elected six Class I directors to hold office until the 2017 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 I:
Bruce A. Beda		42,224,109		16,457,628		—		4,249,130
Frederick O. Hanser		42,493,139		16,188,598		—		4,249,130
Ronald J. Kruszewski		53,754,762		4,926,975		—		4,249,130
Thomas P. Mulroy		50,914,455		7,767,282		—		4,249,130
Thomas W. Weisel		52,878,709		5,803,028		—		4,249,130
Kelvin R. Westbrook		57,083,272		1,598,465		—		4,249,130

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
38,806,544	17,074,651	2,800,542	4,249,130

Proposal III – To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2014:


For	Against	Abstentions	Broker Non-votes
62,809,582	95,804	25,481	—

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.