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): August 7, 2018
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)
Registrants 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)) |
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 1.01 Entry into a Material Definitive Agreement.
On August 7, 2018, Stifel Financial Corp. (the Company) and Broadway Boat Company Ltd. (the Owner), an entity controlled by Ronald J. Kruszewski, the Companys Chairman of the Board and Chief Executive Officer, entered into a Vessel Charter Agreement (the Vessel Charter Agreement). Pursuant to the Vessel Charter Agreement, the Owner and the Company agreed that the Company would charter a boat owned by the Owner (the Vessel) for twelve weeks per calendar year, in exchange for an annual rental fee of $275,000, such fee to be offset by any fixed costs related to the use, operation, upkeep and maintenance of the Vessel that the Company incurs. In addition, the Company shall be responsible for the incremental costs associated with the Companys use of the Vessel. The Vessel Charter Agreement may be terminated by either party at any time by providing written notice thereof to the other party.
The Vessel Charter Agreement constitutes a related party transaction. Accordingly, the Companys Board of Directors reviewed and approved the transaction prior to its execution. Mr. Kruszewski recused himself from the Board of Directors deliberations with respect to the Vessel Charter Agreement.
The foregoing description of the Vessel Charter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) The information set forth in Item 1.01 with respect to the Vessel Charter Agreement is incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits.
Exhibit No. |
Description of Exhibit | |
10.1 | Vessel Charter Agreement, dated as of August 7, 2018, by and between Stifel Financial Corp. and Broadway Boat Company Ltd. |
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: August 8, 2018 | By: | /s/ Ronald J. Kruszewski | ||||
Ronald J. Kruszewski | ||||||
Chairman and Chief Executive Officer |
Exhibit 10.1
VESSEL CHARTER AGREEMENT
This Vessel Charter Agreement, dated as of August 7, 2018 (this Agreement), is entered into by and between Stifel Financial Corp., a Delaware corporation (Charterer), and Broadway Boat Company Ltd., a Cayman Islands limited company (Owner and, together with Charterer, the Parties).
RECITALS
WHEREAS, the Owner is the owner of a vessel to be specified by the Parties (the Vessel);
WHEREAS, Charterer desires to charter the Vessel from Owner, and Owner is willing to charter the Vessel to Charterer, for Charterers corporate use on the terms and conditions set forth herein;
NOW, THEREFORE, based upon the above premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Charter. From and after the date of this Agreement until terminated by either Party pursuant to 3 below, Owner does hereby agree to let and charter, and Charterer does hereby agree to hire and charter, under the terms and conditions set out in this Agreement, the Vessel for an aggregate period of time equal to a total of twelve weeks during any calendar year in which this Agreement is in effect (the Charter Period). The Charter Period may be used by Charterer in separate increments each having a different number of days. Owner and Charterer shall mutually agree upon the specific times, dates, and locations when Owner shall deliver the Vessel to Charterer under this Agreement, and when Charterer shall redeliver the Vessel to Owner for each such increment. Owner agrees that upon each such delivery the Vessel will be safe, staunch, strong, tight, well equipped, in good running order, condition and repair, and in every respect seaworthy and fit for the purposes of this Agreement. Charterer agrees that upon each such redelivery the Vessel will be in as good condition and working order as when delivered to Charterer for service under this Charter, ordinary wear and tear only excepted.
2. Charter Hire. In exchange for the charter of the Vessel as described above in 1, Charterer shall pay Owner charter hire of US $275,000 per calendar year (Charter Hire), payable as of the date of this agreement with respect to 2018 and payable at the beginning of the calendar year thereafter for each subsequent calendar year in the Term, to such account or accounts as Owner shall designate in writing to Charterer. To the extent that Charterer directly pays or incurs any fixed expenses on behalf of Owner related to the use, operation, upkeep, and maintenance of the Vessel, including, but not limited to, crews wages, such amounts shall be credited by Owner towards the above Charter Hire. In addition to the Charter Hire, Charterer shall pay directly, or reimburse Owner for, as applicable, the incremental costs and expenses associated with Charterers use of the Vessel paid or incurred by Owner on Charterers behalf, including, but not limited to, the costs of the personnel, catering, customary crew gratuities, dockage fees or fuel associated with Charterers use of the Vessel. Charterer will also be
responsible for any state taxes associated with the Charter Hire. Charterer and Owner agree that the aggregate amounts owed by either party to the other over the course of a year may be settled annually on a net basis on or about December 31 of that year. In addition, this Agreement shall be subject to the additional terms and conditions attached hereto as Exhibit A which is incorporated herein by reference.
3. Term and Termination. Either Party may terminate the Charter Period at any time by written notice to the other Party. The period beginning of the date hereof and ending on the date on which this Agreement is so terminated is referred to herein as the Term.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the admiralty and maritime laws of the United States and to the extent applicable and not inconsistent therewith, the laws of the State of New York (without giving effect to its conflicts of law principles).
5. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, provided that all such counterparts, in the aggregate, shall contain the signatures of all parties hereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format shall be effective as delivery of a manually executed counterpart to this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Vessel Charter Agreement to be executed as of the date first written above.
CHARTERER: | ||||||
STIFEL FINANCIAL CORP. | ||||||
By: | /s/ James M. Zemlyak | |||||
Name: | James M. Zemlyak | |||||
Title: | Chief Financial Officer | |||||
OWNER: | ||||||
BROADWAY BOAT COMPANY LTD. | ||||||
By: | /s/ Ronald J. Kruszewski | |||||
Name: | Ronald J. Kruszewski | |||||
Title: | Authorized Person |
Exhibit A
Terms and Conditions