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 6, 2012



 

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 


 



  
    
      
Delaware
(State of
      incorporation)
      
    
      
001-09305
(Commission File
      Number)
      
    
      
43-1273600
(IRS
      Employer
Identification No.)
      
 

 
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
 
 








  
    
      
    
      
Not
		Applicable
    
      
  
    
      
    
      
(Former name or former address, if changed since last
      report)
    
      
 
 
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 6, 2012, Stifel Financial Corp. (the "Company") held its 2012
		annual stockholders' meeting (the "2012 Annual Meeting"). The holders of
		52,035,509 shares of common stock, 97% 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 four 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 20, 2012, as amended on May 25, 2012. At the 2012
		Annual Meeting, the stockholders elected five directors (proposal I),
		approved the compensation of our named executive officers (proposal II),
		approved the appointment of Ernst & Young LLP as the Company's
		independent registered public accounting firm for the year ended
		December 31, 2012 (proposal III), and approved the stockholder proposal
		requesting the Board to initiate the appropriate process to amend the
		Company's articles and/or bylaws to provide that director nominees be
		elected by a majority vote in uncontested election (Proposal IV).
		Without any discussion or prior agreement with the proponent of the
		stockholder proposal, the Board of Directors reconsidered its initial
		recommendation on proposal IV and recommended a vote "FOR" the approval
		of the proposal.


	 

	
	The final results for the proposals approved prior to the adjournment of the
	2012 Annual Meeting were as follows:

	 

	
	Proposal I:

	 

	
	The Company's stockholders elected five Class II directors to hold office
	until the 2015 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 II:
				
				
				
				  
				
				
				  
				
				
				  
				
				
				  
				
				
				  
				
				
				  
				
				
				  
				
				
				  
				
				
				  
			
			
				
				

					
					Charles A. Dill
				
				
				
				  
				
				

					
					41,163,835
				
				
				
				  
				
				

					
					5,018,375
				
				
				
				  
				
				

					
					-
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
				
				

					
					Richard J. Himelfarb
				
				
				
				  
				
				

					
					42,179,575
				
				
				
				  
				
				

					
					4,002,635
				
				
				
				  
				
				

					
					-
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
				
				

					
					Alton F. Irby III
				
				
				
				  
				
				

					
					41,219,209
				
				
				
				  
				
				

					
					4,963,001
				
				
				
				  
				
				

					
					-
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
				
				

					
					Victor J. Nesi
				
				
				
				  
				
				

					
					39,927,239
				
				
				
				  
				
				

					
					6,254,971
				
				
				
				  
				
				

					
					-
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
				
				

					
					James M. Zemlyak
				
				
				
				  
				
				

					
					39,946,827
				
				
				
				  
				
				

					
					6,235,383
				
				
				
				  
				
				

					
					-
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
	
	

		 
	

		
		Proposal II:
	

		
			
				
				
				  
				
				
				  
				
				

					
					For
				
				
				
				  
				
				

					
					Against
				
				
				
				  
				
				

					
					Abstentions
				
				
				
				  
				
				

					
					Broker
				

					
					Non-votes
				
				
				
				  
			
			
				
				

					
					Proposal to approve resolution relating to the compensation
					of our named executive officers
				
				
				
				  
				
				

					
					37,004,174
				
				
				
				  
				
				

					
					9,113,930
				
				
				
				  
				
				

					
					64,106
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
	
	

		 
	

		
		Proposal III:
	

		
			
				
				
				  
				
				
				  
				
				

					
					For
				
				
				
				  
				
				

					
					Against
				
				
				
				  
				
				

					
					Abstentions
				
				
				
				  
			
			
				
				

					
					Ratification of Ernst & Young LLP as independent registered
					public accountants
				
				
				
				  
				
				

					
					51,785,621
				
				
				
				  
				
				

					
					223,311
				
				
				
				  
				
				

					
					26,577
				
				
				
				  
			
			
	
	

		 
	

		
		Proposal IV:
	

		 
	

		
			
				
				
				  
				
				
				  
				
				

					
					For
				
				
				
				  
				
				

					
					Against
				
				
				
				  
				
				

					
					Abstentions
				
				
				
				  
				
				

					
					Broker
				

					
					Non-votes
				
				
				
				  
			
			
				
				

					
					Stockholder proposal requesting
					the Board to initiate the appropriate process to amend the
					Company's articles and/or bylaws to provide that director
					nominees be elected by a majority vote in uncontested
					election
				
				
				
				  
				
				

					
					35,616,419
				
				
				
				  
				
				

					
					10,218,818
				
				
				
				  
				
				

					
					346,973
				
				
				
				  
				
				

					
					5,853,299
				
				
				
				  
			
			
	





 
 
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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 6, 2012
    
      
By:
    
      /s/ Ronald J. Kruszewski
  
    
      
    
      
    
      

		Ronald J. Kruszewski
  
    
      
    
      
    
      

		President and Chief Executive
  Officer






 
 
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