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)

November 17, 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.

Effective November 17, 2011, Mr. Christie S. Flanagan, 73, and Mr. Tyree B. “Ty” Miller, 58, have been elected as directors of SWS Group, Inc. (the “Company”) by the Board of Directors. Both Mr. Flanagan and Mr. Miller were appointed to serve on the Company’s audit committee.

Mr. Flanagan has practiced law since 1962 and has been Counsel to Hunton & Williams, LLP, of Dallas since April 2007. From 2002 to 2007, he was Of Counsel to Jenkens & Gilchrist where he also practiced from 1968 to 1994, including serving as head of the Corporate/Securities Section and as Managing Partner. He has a BBA degree from the University of Notre Dame with a major in accounting and a minor in finance, and he has been a licensed attorney since 1962. Further, Mr. Flanagan has served as executive vice president and general counsel for several banks during his career. The Company’s Board of Directors concluded that Mr. Flanagan should serve as a director of the Company for the following reasons: (i) he has significant industry knowledge and experience in dealing with legal, financial, accounting and regulatory matters, (ii) his work experience as Executive Vice President and General Counsel for several banks, and (ii) his extensive legal knowledge of corporate, securities, and banking laws and regulations.

Mr. Miller has been in private equity and money management since 2004 and has served as the President of A.G. Hill Partners, LLC since 2009. He formerly served as a venture partner of Austin Ventures, a private equity fund located in Austin, Texas, from 2005 to 2008, and as Chairman and Director of Paymetric, Inc., a payment processing technology company, from 2004 to 2008. From 1976 to 2004, Mr. Miller worked at Bank One Corporation, a company that merged with JP Morgan/Chase in 2004. During his employment at Bank One Corporation, he served as President and CEO of Global Treasury Services from 2000 to 2004 and as Chairman and CEO of Bank One Texas, NA from 1998 to 2000. Mr. Miller also serves on the Board of Directors of A.H. Belo Corporation, a public company, on the Investment Sub-Committee of Texas Health Resources, as Director of COMM Group, Inc., an online travel company, as an Advisory Director of Colonnade Advisors, LLC, and on the Executive Board of the Cox School of Business at Southern Methodist University. His previous experience includes serving as a Director and member of the Compensation Committee of PreCash, Inc. in Houston, Texas from 2005 to 2010, and as Director and member of the Audit and Compensation Committees of Corillian, Inc., from 2005 until 2007. The Company’s Board of Directors concluded that Mr. Miller should serve as a director of the Company for the following reasons: (i) his experience in private equity and money management; (ii) his 28 years of work experience in the banking industry in various high ranking and supervisory positions at Bank One (merged with JP Morgan/Chase); and (iii) his experience as a director and audit and compensation committee member of several companies.

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Also, effective December 31, 2011, Paul D. Vinton, Executive Vice President of the Company, will retire. Mr. Vinton has been with the Company since 1995, serving as Senior Vice President and Executive Vice President of Southwest Securities, Inc., a wholly-owned subsidiary of the Company, and as Executive Vice President of the Company since 1998.

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

On November 17, 2011, the Company held its Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 6, 2011. Stockholders representing 28,936,326 shares or 88.9% of the 32,539,020 shares of common stock outstanding on the record date of September 19, 2011 were present in person or by proxy, representing a quorum for the purposes of the Annual Meeting. Matters voted upon at the Annual Meeting of Stockholders were as follows:

1. The election of nine directors to the Board of Directors to hold office until the Annual Meeting of Stockholders in 2012 and until their respective successors have been elected. There was no solicitation in opposition to the nominees for director, and the Company’s stockholders elected all of the nominees. The final tabulation of the votes on this matter was as follows:

Nominees	For		Withheld		Abstain		Broker Non-Votes
James H. Ross		22,760,557		967,111		—		5,208,658
Robert A. Buchholz		21,570,037		2,157,631		—		5,208,658
Brodie L. Cobb		22,700,795		1,026,873		—		5,208,658
J. Taylor Crandall		21,988,076		1,739,592		—		5,208,658
Gerald J. Ford		20,744,979		2,982,689		—		5,208,658
Larry A. Jobe		22,892,493		835,175		—		5,208,658
Frederick R. Meyer		22,881,341		846,327		—		5,208,658
Dr. Mike Moses		18,373,679		5,353,989		—		5,208,658
Joel T. Williams III		23,161,679		565,989		—		5,208,658

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2. The ratification of the appointment by the Audit Committee of the Board of Directors of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2012. The final tabulation of votes on this matter was as follows:

	For		Against		Abstain		Broker Non-Votes
Approval of ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2012		28,758,476		162,185		15,665		—

3. The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers for fiscal 2012. The final tabulation of votes on this matter was as follows:

	For		Against		Abstain		Broker Non-Votes
Approval, on an advisory basis, on the compensation paid to named executive officers for fiscal 2012		20,381,386		2,485,480		860,802		5,208,658

4. The stockholders voted, on an advisory basis, and approved a one-year frequency for which the Company should hold future advisory votes on executive compensation. The final tabulation of votes on this matter was as follows:

	One Year		Two Years		Three Years		Abstain
Approval, on an advisory basis, of the frequency for holding future advisory votes on executive compensation		14,985,153		170,573		6,483,842		2,088,100

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

        Exhibit 99.1       Press Release of SWS Group, Inc. dated November 22, 2011.

        Exhibit 99.2       Press Release of SWS Group, Inc. dated November 22, 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: November 22, 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 November 22, 2011.
Exhibit 99.2	Press Release issued by SWS Group, Inc. on November 22, 2011.

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EX-99.1

Exhibit 99.1

SWS Group, Inc. Elects Christie S. Flanagan and Tyree B. Miller to

Board of Directors

Stockholders Re-elect Nine Current Directors at Annual Meeting

Board Names Frederick R. Meyer Chairman

DALLAS – November 22, 2011 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today announced the election of Christie S. Flanagan and Tyree B. “Ty” Miller to its Board of Directors at a meeting of the Company’s Board, following the Company’s annual meeting of stockholders held November 17, 2011. With the addition of these two new directors, the SWS Group Board has been expanded to 11 members, eight of whom are independent. Messrs. Flanagan and Miller will stand for election by SWS Group stockholders at the Company’s next annual meeting in November 2012.

“We are pleased to welcome two such accomplished executives to our Board of Directors,” said James H. Ross, President and Chief Executive Officer of SWS Group, Inc. “Their extensive experience in the financial services industry, particularly as it relates to banking issues, promises to be a valuable asset as we pursue renewed strength and managed growth. We look forward to benefiting from the unique insight and specialized knowledge they will bring to SWS Group.”

Effective immediately, Messrs. Flanagan and Miller will serve on the Audit Committee of the Board of Directors. They join the following SWS Group directors who were re-elected by stockholders at the November 17 annual meeting:

• James H. Ross, 62, president and CEO of SWS Group;

• Robert A. Buchholz, 51, founder and chairman of the board, Town Center Holdings, Inc.;

• Brodie L. Cobb, 50, founder and managing director of Presidio Financial Partners, LLC;

• J. Taylor Crandall, 57, managing director of Oak Hill Capital Partners;

• Gerald J. Ford, 67, chairman of the board of Hilltop Holdings Inc.;

• Larry A. Jobe, 71, founder and chairman of the board of Legal Network, Ltd.;

• Frederick R. Meyer, 83, former chairman of the board of Aladdin Industries, Inc.;

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SWS announces election of directors / 2

• Dr. Mike Moses, 59, former Texas Commissioner of Education; and

• Joel T. Williams III, 63, president of Bristol Investment Company.

In addition, the Company also announced that the Board of Directors has elected Mr. Meyer as Chairman. Mr. Meyer has served as a director since 1991 and as lead director since 2006. Former chairman and co-founder of SWS Group, Inc., Don A. Buchholz, 82, was named Chairman Emeritus following the completion of his term, after announcing in October that he would not seek re-election to the Board.

Christie S. Flanagan

Mr. Flanagan, 73, has practiced law since 1962 and has served as Counsel at Hunton & Williams, LLP, of Dallas since April 2007. He served as Of Counsel at Jenkens & Gilchrist from 2002 to 2007, where he also practiced for over 25 years, serving as head of the Corporate/Securities Section and as a managing partner. He has held executive-level positions and served as legal counsel for several banking firms and has an extensive background in legal, financial, accounting and regulatory matters.

Tyree B. “Ty” Miller

Mr. Miller, 58, has been in private equity and money management since 2004, following a 28-year career with Bank One Corporation. His tenure with Bank One included the positions of president and CEO of Global Treasury Services, and chairman and CEO of Bank One Texas, NA. Mr. Miller serves on the board of directors of A.H. Belo Corporation, on the investment sub-committee of Texas Health Resources and as director of COMM Group, Inc., an online travel company. He also serves as an advisory director of Colonnade Advisors, LLC, and on the executive board of the Cox School of Business at Southern Methodist University.

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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SWS announces election of directors / 3

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

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

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EX-99.2

Exhibit 99.2

Paul D. Vinton to Retire as SWS Group Executive Vice President

DALLAS – November 22, 2011 – SWS Group, Inc. (NYSE: SWS) (the “Company”) today announced that Paul D. Vinton, Executive Vice President of SWS Group, is retiring effective December 31, 2011.

“Over the course of his 40-year career, Paul has compiled an impressive list of accomplishments and contributions to our industry,” said James H. Ross, President and Chief Executive Officer of SWS Group, Inc. “On behalf of the Board and entire management team, I would like to thank Paul for his strong leadership, passion and dedication to SWS Group. Paul has been a valuable member of our team for over 16 years, and we wish him all the best in his retirement.”

Mr. Vinton, 62, joined SWS Group in 1995 and has served as Senior Vice President and Executive Vice President of the Company’s principal broker-dealer subsidiary, Southwest Securities, Inc., and Executive Vice President of SWS Group since 1998. In addition to risk management, Mr. Vinton’s responsibilities with SWS include the oversight of Southwest Securities’ clearing services, agency trading, portfolio trading and securities lending businesses.

Mr. Vinton’s duties will be assumed by several current members of SWS Group’s senior management team. In addition, as previously announced, the Company is currently conducting a search for a Chief Risk Officer, who will assume Mr. Vinton’s risk management responsibilities and oversee enterprise risk management planning.

Prior to joining SWS Group, Mr. Vinton held management positions with several financial services firms, including Chief Financial Officer of BancOne Securities and President of DFW Clearing. He has been active in numerous industry organizations and committees, including the Depository Trust & Clearing Corporation’s settlement advisory board, the Texas Stock and Bond Association, and state regulation and legislation activities for the Securities Industry and Financial Markets Association.

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Paul Vinton to retire as SWS EVP / 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