8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

October 3, 2011

SWS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19483	75-2040825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Elm Street, Suite 3500

Dallas, Texas 75270

(Address of principal executive offices and zip code)

(214) 859-1800

(Registrant’s telephone

number, including area code)

N/A

(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.

(b) On October 3, 2011, SWS Group, Inc. (the “Company”) announced that effective November 17, 2011, the date of the Company’s next scheduled annual meeting of stockholders, its Chairman of the Board and Director, Mr. Don A. Buchholz, will retire as Chairman of the Board and from all positions with the Company and its subsidiaries and not stand for re-election as a director. The announcement was contained in a News Release, which is attached as Exhibit 99.1 to this Form 8-K. Mr. Buchholz will remain associated with the Company as Chairman Emeritus of the Company’s Board of Directors (the “Board”).

The Board approved the Company’s entry into a Chairman Emeritus Agreement (the “Agreement”) with Mr. Buchholz. Pursuant to the terms of the Agreement, Mr. Buchholz will retire as Chairman of the Board and from all positions with the Company and its subsidiaries and not stand for re-election as a director effective November 17, 2011, the date of the Company’s next scheduled annual meeting of stockholders. Following his retirement, Mr. Buchholz will have the title of Chairman Emeritus and will provide advisory and consultation services to the Company and its subsidiaries as determined by the Company’s Board and senior management.

Pursuant to the terms of the Agreement, Mr. Buchholz will serve as a non-voting advisor to the Board. He will, at the request of the Company, make himself available to the Board and senior management on a consulting basis to provide advice on policy matters with respect to the business and affairs of the Company for a period of three years from the effective date of Mr. Buchholz’s retirement. During this advisory and consultation period, Mr. Buchholz will receive $100,000 annually, access to office space, reasonable administrative support and reimbursement for reasonable expenses incurred by him in rendering his services. He may terminate the Agreement at any time upon 30 days written notice to the Company. The Agreement also provides that Mr. Buchholz will not compete with the Company, attempt to hire employees of the Company or solicit any customers of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1    Press Release of SWS Group, Inc. dated October 4, 2011.

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SIGNATURES

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.

	SWS GROUP, INC.
Date: October 4, 2011	By:	/s/ Stacy M. Hodges
		Stacy M. Hodges
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release issued by SWS Group, Inc. on October 4, 2011.

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EX-99.1

Exhibit 99.1

SWS Group Co-Founder and Chairman Don A. Buchholz

Named Chairman Emeritus

DALLAS – October 4, 2011- SWS Group, Inc. (NYSE: SWS) today announced that its co-founder and chairman, Don A. Buchholz, 82, has chosen not to seek re-election to SWS Group’s Board of Directors and will be named Chairman Emeritus following the completion of his term on November 17, 2011.

“For the past four decades, SWS Group has been an important part of my life and it will always remain so,” Mr. Buchholz said. “While it has been an honor to serve as chairman, I believe this is the right time for me to take a less active role. I look forward to serving SWS Group’s directors, employees and shareholders in my new role as Chairman Emeritus. I have full confidence in the firm’s leadership and believe that with them SWS Group’s brightest days are still ahead.”

Mr. Buchholz founded Southwest Securities, now SWS Group’s principal subsidiary, with the late Allen B. Cobb in 1972, as a Dallas-based securities broker-dealer and New York Stock Exchange member firm. Since that time, the Company has grown to include more than 1,000 employees in offices throughout the country with $3.8 billion in assets.

“Don Buchholz’s vision and work have profoundly affected the lives of countless SWS associates, employees and clients during the past 40 years,” said James H. Ross, President and Chief Executive Officer of SWS Group. “We are all proud to be a part of the legacy he has built, both within the Company and in the communities we serve, and we offer him our most sincere gratitude for his years of service.”

In addition to his role with SWS Group, Mr. Buchholz is a former allied member of the New York Stock Exchange (NYSE) and served on the NYSE’s Board of Governors. Mr. Buchholz is also a former associate member of the American Stock Exchange. He has also served on the boards of directors of the Securities Industry Association (SIA) and the National Association of Securities Dealers. He is a past Chairman of the Executive Committee of the SIA’s South Central District and past President and Director of the Texas Stock and Bond Dealers Association. Mr. Buchholz earned a B.B.A. degree from the University of North Texas (UNT) in Denton and in 2008 was appointed by Governor Rick Perry to the Board of Regents of the UNT system.

(more)

Don Buchholz Named Chairman Emeritus of SWS / 2

About SWS Group

SWS Group, Inc. is a Dallas-based company offering a broad range of investment and financial services through its subsidiaries. The Company’s common stock is listed and traded on the New York Stock Exchange under the symbol SWS. SWS Group, Inc. subsidiaries include Southwest Securities, Inc., a national clearing firm, registered investment adviser and registered broker-dealer; SWS Financial Services, Inc., a registered investment adviser and a registered broker-dealer serving independent securities brokers and their clients, and Southwest Securities, FSB, one of the largest banks headquartered in the Dallas-Fort Worth metropolitan area.

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Contact:    Ben Brooks, Corporate Communications, SWS Group, Inc.

(214) 859-6351, bdbrooks@swst.com