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):
August 7, 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
 
 



  
    
      
 
    
      
N/A
    
      
 
  
    
      
 
    
      
(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 5.03  Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)   On
August 7, 2012, the Board of Directors of the Stifel Financial Corp. (the
"Company") amended and restated the Bylaws of the Company (the "Bylaws"),
effective as of August 7, 2012. The Bylaws were amended primarily to (i) revise
the advanced notice provisions for stockholders proposing business or nominating
directors at a stockholders meeting, (ii) change the voting standards, including
changing the vote in uncontested director elections from a plurality vote to one
in which directors are to be elected by a majority of votes cast, and (iii)
conform various provisions of the By-Laws to Delaware General Corporation Law.
In
particular, the changes to the Bylaws include:
1.    
Establishment of new advance notice provisions and related procedural and
disclosure requirements, which require advance notice of a stockholder proposing
business or nominating directors in connection with annual or special meetings
of stockholders, along with compliance with procedural requirements and
provisions of information regarding the proposing stockholder, the proposed
business, the proposing stockholder's ownership of the securities of the Company
(including any derivative positions) and related information.  Similar
requirements are imposed on stockholders who desire to call a special meeting of
stockholders. 
2.    
An amendment which provides that general items to be voted on by the
stockholders are approved by the vote of the majority of the shares voting at
the meeting with respect to that particular matter, if a quorum is present. 
This newly added section also provides for a majority vote in uncontested
director elections.  In contested directors elections (i.e., the number of
director nominees exceeds the number of board seats), nominees will be elected
by plurality vote. 
3.    
Amendments to provisions regarding directors, including provisions regarding who
may call a special meeting and a change to the quorum requirements at board
meetings.
In
addition to the amendments described above, the Board also adopted clarifying
and technical amendments to those and other sections of the By-Laws. The By-Laws
make various procedural and other changes with respect to meetings of
stockholders and directors and other matters, including changes to conform
various provisions of the By-Laws to Delaware General Corporation Law.
The
foregoing description of the By-Laws is a summary only and is qualified in its
entirety by reference to the full and complete text of the By-laws attached as
Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by
reference.


 

Item 9.01   Financial Statements and Exhibits.
 



  
    
      

		(d) 
    
      

		Exhibits.
 
 



  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      
 
    
      
 
  
    
      3.2
    
      Amended and Restated By-Laws of Stifel Financial Corp., effective August
		7, 2012
 




 
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: August 10, 2012
    
      

		By:
    
      
/s/ James M. Zemlyak
  
    
      
 
    
      
 
    
      

		James M. Zemlyak
  
    
      
 
    
      
 
    
      

		Senior Vice President and Chief Financial
  Officer
 
 




 
EXHIBIT INDEX
 



  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      
 
    
      
 
  
    
      3.2
    
      Amended and Restated By-Laws of Stifel Financial Corp., effective August
		7, 2012