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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December29, 2017, in light of the repeal of the performance based exception under Section162(m) of the Internal Revenue Code, as amended (the “Code”), for taxable years beginning after December31, 2017, the Compensation Committee of the Board of Directors of Stifel Financial Corp. (the “Company”) approved compensatory arrangements with certain executive officers whose compensation is covered by Section162(m) of the Code (the “Section162(m) Executive Officers”). Based on the Company’s 2017 financial performance, the Compensation Committee certified the achievement of the applicable performance goals set in the first 90 days of the one-year performance period beginning January1, 2017 and determined the incentive compensation available for bonuses payable to the Section162(m) Executive Officers. The Compensation Committee determined to pay certain incentive compensation in the form of restricted stock (with appropriate reduction in the number of shares issued to pay tax withholding obligations), subject to the Restricted Stock Award Agreement, which is attached hereto as Exhibit 10.1. The compensatory arrangement requires the Section162(m) Executive Officer to make a timely effective election under Section83(b) of the Code. The Section162(m) Executive Officers will be taxed in 2017 on the value of the restricted stock received. The Company expects to receive a corresponding deduction in 2017. The restricted stock issued to the Section162(m) Executive Officers as 2017 incentive compensation will vest in equal installments over five years. Vesting of restricted stock will be contingent upon continued employment, but may continue to vest at the discretion of the Chief Executive Officer of the Company or, in the case of an award to the Chief Executive Officer of the Company, the Compensation Committee, in each case subject to compliance with the non-competition provisions described in Section 5.4 of the Stifel Financial Corp. Wealth Accumulation Plan (2015 Restatement).

The Section162(m) Executive Officers are comprised of Ronald J. Kruszewski, Chairman and Chief Executive Officer, James M. Zemlyak, Co-President and Chief Financial Officer, and Victor J. Nesi, Co-President and Director of the Institutional Group and a named executive officer in the Proxy Statement.

Under the above described compensatory arrangement, Messrs. Kruszewski, Zemlyak, and Nesi, will be issued 133,045, 83,153 and 83,153 shares of restricted stock, respectively. As described above, the net number of shares issued in respect of each of those award grants will reflect reductions in the number of shares issued to pay tax withholding obligations.

The foregoing description of the Restricted Stock Award Agreement to be issued to the Section162(m) Executive Officers does not purport to be complete and is qualified in its entirety by reference to the full text of the award agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended, that are based upon the Company’s current expectations and projections about future events. The Company intends for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of these safe harbor provisions. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. In addition, the Company’s past results of operations do not necessarily indicate the Company’s future results. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include: the ability to successfully integrate acquired companies or the branch offices and financial advisors; a material adverse change in the Company’s financial condition; the

risk of borrower, depositor and other customer attrition; a change in general business and economic conditions; changes in the interest rate environment, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation and regulation; other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting the Company’s operations, pricing and services. Forward-looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. The Company disclaims any intent or obligation to update these forward-looking statements.

(d) Exhibits.

STIFEL FINANCIAL CORP Exhibit
EX-10.1 2 d516194dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Stifel Financial Corp. 2001 Incentive Stock Plan (2011 Restatement) Restricted Stock Award Agreement You have been selected to receive a grant of Restricted Stock pursuant to the Stifel Financial Corp. 2001 Incentive Stock Plan (2011 Restatement) (the “Plan”),…
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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.