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): February 27, 2024

_______________

StoneX Group Inc.

(Exact name of registrant as specified in its charter)

_______________

Delaware	000-23554	59-2921318
(State of Incorporation)	(Commission File Number)	(IRS Employer ID No.)

230 Park Ave, 10th Floor

New York, NY 10169

(Address of principal executive offices, including Zip Code)

(212) 485-3500

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	SNEX	The Nasdaq Stock Market LLC

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. o

Item 5.02. Departure of Director.

Scott J. Branch retired from the Company's Board of Directors with effect from February 27, 2024.

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

The Annual Meeting of the Shareholders of StoneX Group Inc. was held on February 27, 2024. The final voting results for each matter submitted to a vote of the Shareholders are as follows:

Item 1. With respect to the election of eight directors to hold office for a term expiring at the 2025 annual meeting or until their respective earlier death, resignation or removal, votes were validly cast as follows for the following persons as directors of the Company:

Nominees	Number of Votes For	Number of Votes Withheld	Broker Non-Votes
Annabelle G. Bexiga	25,225,878	374,104	2,624,045
Diane L. Cooper	25,221,327	378,655	2,624,045
John M. Fowler	24,681,682	918,300	2,624,045
Steven Kass	24,940,405	659,577	2,624,045
Sean M. O'Connor	25,082,678	517,304	2,624,045
Eric Parthemore	22,136,589	3,463,393	2,624,045
John Radziwill	24,818,015	781,967	2,624,045
Dhamu R. Thamodaran	25,225,859	374,123	2,624,045

Item 2. KPMG LLP was ratified as the Company's independent registered public accounting firm for the 2024 fiscal year with the following vote:

FOR	27,063,543
AGAINST	1,107,676
ABSTAIN	52,808
BROKER NON-VOTES	—

Item 3. A Company proposal, required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, requesting that shareholders approve a non-binding resolution to approve the compensation awarded by the Company to the Company's Named Executive Officers ("say-on-pay") as described in the Compensation Discussion & Analysis, tabular disclosures, and other narrative executive compensation disclosures in the January 18, 2024 Proxy Statement as required by the rules of the Securities and Exchange Commission, passed with the following vote:

FOR	25,159,394
AGAINST	431,019
ABSTAIN	9,569
BROKER NON-VOTES	2,624,045

Item 7.01. Regulation FD Disclosure.

During the regular meeting of the Board of Directors held February 27, 2024, following the Annual Meeting of the Shareholders of StoneX Group Inc., John Radziwill was elected as Chairman of the Board of Directors.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	StoneX Group Inc.
	(Registrant)
February 29, 2024	/s/ David A. Bolte
(Date)	David A. Bolte
	Corporate Secretary

XML

Cover Document	Feb. 27, 2024
Cover [Abstract]
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Title of 12(b) Security	Common Stock, $0.01 par value
Document Type	8-K
Document Period End Date	Feb. 27, 2024
Entity Registrant Name	StoneX Group Inc.
Entity Address, Address Line One	230 Park Ave
Entity Incorporation, State or Country Code	DE
Entity File Number	000-23554
Entity Tax Identification Number	59-2921318
Entity Address, Address Line Two	10th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10169
City Area Code	(212)
Local Phone Number	485-3500
Trading Symbol	SNEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000913760
Amendment Flag	false