SEC Form 8-K filed by Stifel Financial Corporation

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 4, 2025

 

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.)

501 N. Broadway, St. Louis, Missouri 63102-2188

(Address of principal executive offices and zip code)

(314) 342-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

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

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.15 par value per share		SF		New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B		SF-PB		New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 6.125% Non-Cumulative Preferred Stock, Series C		SF-PC		New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D		SF-PD		New York Stock Exchange
5.20% Senior Notes due 2047		SFB		New York Stock Exchange

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 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Stifel Financial Corp. (the “Company”) was held on June 4, 2025 to (i) elect eleven 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; and (iii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025.

As of April 7, 2025, the record date for the Annual Meeting, there were 103,033,074 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 97,820,030 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 1 – Election of Directors:

The Company’s shareholders elected eleven directors to hold office until the 2026 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
Adam T. Berlew			88,152,844				337,192				—				9,329,994
Maryam S. Brown			88,124,327				365,709				—				9,329,994
Michael W. Brown			85,437,551				3,052,485				—				9,329,994
Lisa L. Carnoy			87,541,983				948,053				—				9,329,994
Robert E. Grady			83,681,564				4,808,472				—				9,329,994
James P. Kavanaugh			87,536,999				953,037				—				9,329,994
Ronald J. Kruszewski			84,267,707				4,222,329				—				9,329,994
Maura A. Markus			79,751,623				8,738,413				—				9,329,994
David A. Peacock			83,963,766				4,526,270				—				9,329,994
Thomas W. Weisel			87,304,433				1,185,603				—				9,329,994
Michael J. Zimmerman			85,513,662				2,976,374				—				9,329,994

Proposal 2 – 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
85,449,454		2,850,576		190,006		9,329,994

Proposal 3 – To ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025:

 

For		Against		Abstentions		Broker Non-votes
97,603,454		131,917		84,659		N/A

 

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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: June 4, 2025				By:		/s/ James M. Marischen
				Name:		James M. Marischen
				Title:		Chief Financial Officer

 

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