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 1, 2011

 

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

One Financial Plaza

501 North Broadway

St. Louis, Missouri 63102-2102

(Address of principal executive offices, including zip code)

 

(Registrant's telephone number, including area code): (314) 342-2000

 

 

 

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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

On June 1, 2011, Stifel Financial Corp. (the "Company") held its 2011 annual stockholders' meeting (the "2011 Annual Meeting"). The holders of 37,031,451 shares of common stock, 70% of the outstanding shares entitled to vote as of the record date, which constituted a quorum were represented at the meeting in person or by proxy. The five proposals submitted to the Company's stockholders are described in detail in the Company's Proxy Statement as filed with the Securities and Exchange Commission on April 18, 2011 (the "Proxy Statement"). At the 2011 Annual Meeting, the stockholders elected nine directors (Proposal I), approved the compensation of certain Company executives (Proposal III), recommended by advisory vote, the frequency of future advisory votes on executive compensation  (Proposal IV), and approved the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ended December 31, 2011 (Proposal V).

To permit additional time to solicit stockholder votes on Proposal II, as described in the Company's Proxy Statement, the 2011 Annual Meeting was adjourned until Monday, June 27, 2011, at 11 a.m. (central daylight time) and scheduled to reconvene at that time at the Company's offices located at One Financial Plaza, 2nd Floor, 501 North Broadway, St. Louis, Missouri, 63102.

The final results for the proposals considered at the 2011 Annual Meeting were as follows:

Proposal I:

The Company's stockholders elected six Class I directors to hold office until the 2014 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal, one Class II director to hold office until the 2012 annual meeting of stockholders or until his successor is elected and qualified or until his earlier death, resignation or removal, and two Class III directors to hold office until the 2013 annual meeting of stockholders 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 stockholders' votes:

		For		Withhold Authority		Abstentions		Broker Non-votes
Nominees for Class I:
Bruce A. Beda		32,443,776		3,109,190		-		1,478,485
Frederick O. Hanser		33,106,042		2,446,924		-		1,478,485
Ronald J. Kruszewski		34,092,685		1,460,281		-		1,478,485
Thomas P. Mulroy		34,007,920		1,545,046		-		1,478,485
Thomas W. Weisel		33,859,404		1,693,562		-		1,478,485
Kelvin R. Westbrook		35,326,131		226,835		-		1,478,485
Nominee for Class II:						-
Alton F. Irby III		35,172,208		380,758		-		1,478,485
Nominees for Class III:						-
Michael W. Brown		35,304,008		248,958		-		1,478,485
Robert E. Grady		35,315,270		237,696		-		1,478,485

 

Proposal III:

		For		Against		Abstentions		Broker Non-votes
Proposal to approve resolution relating to executive compensation		34,785,753		735,233		31,980		1,478,485

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Proposal IV:

		1 Year		2 Years		3 Years		Abstentions
Recommendation, by advisory vote, on the frequency of future advisory votes on executive compensation		20,450,592		174,883		14,670,872		256,619

Broker non-votes for Proposal IV were 1,478,485.

Proposal V:

		For		Against		Abstentions
Ratification of Ernst & Young LLP as independent registered public accountants		36,695,186		327,804		8,461

 

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