STIFEL FINANCIAL CORP. (NYSE:SF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
| (b) |
Effective as of the 2017 Annual Meeting (the Annual Meeting) of Stifel Financial Corp. (the Company) on June6, 2017, Bruce A. Beda has retired as Director of the Company. Robert E. Grady has been named Independent Lead Director. Michael W. Brown has been named Audit Committee Chairman. Also, effective as of the Companys Annual Meeting on June6, 2017, Richard J. Himelfarb, Thomas B. Michaud, Thomas P. Mulroy, Victor J. Nesi, Ben A. Plotkin, and James M. Zemlyak have resigned as Directors of the Company reflecting the Boards decision to reduce the number of inside directors serving as Board members. Except as described below, they will remain officers of the Company with no change in their operating responsibilities. |
Thomas P. Mulroy has stepped down as Co-President of the Company
and Co-Director of the Institutional Group of Stifel, Nicolaus
Company, Incorporated effective as of the Companys Annual Meeting
on June6, 2017. Mr.Mulroy will remain with the Company. Mr.Nesi
will become sole head of the Institutional Group.
Item5.07 Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of the Company was held on June6, 2017 to
(i)elect four 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 Companys Proxy
Statement; (iii)approve, on an advisory basis, the frequency of
future advisory votes on executive compensation; and (iv)ratify
the appointment of Ernst Young LLP as our independent registered
public accounting firm.
As of April18, 2017, the record date for the Annual Meeting,
there were 68,435,629 shares of common stock outstanding and
entitled to vote. At the Annual Meeting, 66,454,505 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 Six Directors:
The Companys shareholders elected four Class I directors to hold
office until the 2018 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 | |||||||||||||
|
Nominees with terms ending in 2018: |
||||||||||||||||
|
Frederick O. Hanser |
60,341,118 | 1,551,862 | 4,561,525 | |||||||||||||
|
Ronald J. Kruszewski |
60,236,421 | 1,656,559 | 4,561,525 | |||||||||||||
|
Thomas W. Wiesel |
60,429,188 | 1,463,792 | 4,561,525 | |||||||||||||
|
Kelvin R. Westbrook |
59,913,158 | 1,979,822 | 4,561,525 |
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 |
|||
| 59,762,547 | 1,963,838 | 166,595 | 4,561,525 |
Proposal 3 To approve, on an advisory basis, the
frequency of future advisory votes on executive compensation:
|
Every Year |
Every 2 Years |
Every 3 Years |
Abstentions |
Broker Non-votes |
||||
| 47,512,800 | 303,720 | 12,609,879 | 1,466,581 | 4,561,525 |
In light of the voting results and other factors, the Companys
Board of Directors has determined that the Company will hold
future say on pay votes on an annual basis until the next
advisory vote on the frequency of say on pay votes, which the
Company expects to hold at its 2023 annual meeting of
shareholders.
Proposal 4 To ratify the selection of Ernst Young LLP as
our independent registered public accounting firm for the year
ending December31, 2017:
|
For |
Against |
Abstentions |
Broker Non-votes |
|||
| 64,991,725 | 1,433,073 | 29,707 | N/A |
About STIFEL FINANCIAL CORP. (NYSE:SF)
Stifel Financial Corp. is a financial holding company. Its principal subsidiary is Stifel, Nicolaus & Company, Incorporated, a retail and institutional wealth management and investment banking firm. Its principal activities are private client services, including securities transaction and financial planning services; institutional equity and fixed income sales, trading, research and municipal finance; investment banking services, including mergers and acquisitions, public offerings and private placements, and retail and commercial banking, including personal and commercial lending programs. It operates through three segments. The Global Wealth Management segment consists of the Private Client Group and Stifel Bank businesses. The Institutional Group segment includes research, equity and fixed income institutional sales and trading, investment banking, public finance and syndicate. The Other segment includes interest income from stock borrow activities and interest income.
