8-K
Jefferies Financial Group Inc. (JEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 25, 2021
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-05721 | 13-2615557 |
|---|---|---|
| (State of other jurisdiction<br> <br>of incorporation or organization) | (Commission<br> <br>File Number) | (IRS. Employer<br> <br>Identification No.) |
| 520 Madison Ave., New York, New York | 10022 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-460-1900
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, Par Value $1.00 Per Share | JEF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
(e) As noted below under Item 5.07, on March 25, 2021, at our Annual Meeting of Shareholders our shareholders approved the, Jefferies Financial Group Inc. Equity Compensation Plan (the “Plan”) to replace our 2003 Incentive Compensation Plan and our 1999 Directors’ Stock Compensation Plan. The material terms of the Plan are summarized on pages 55 through 60 of our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 12, 2021 (the “Proxy Statement”), which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, which are set forth in Appendix A to the Proxy Statement.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
We held our Annual Meeting of Shareholders on March 25, 2021.
Our incumbent directors were re-elected to our Board of Directors and received the following votes:
| Number of Shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes | |||||
| Linda L. Adamany | 188,299,193 | 3,581,097 | 167,860 | 21,711,679 | ||||
| Barry J. Alperin | 180,572,391 | 11,303,531 | 172,228 | 21,711,679 | ||||
| Robert D. Beyer | 179,148,061 | 12,726,590 | 173,499 | 21,711,679 | ||||
| Francisco L. Borges | 185,713,139 | 6,094,940 | 240,071 | 21,711,679 | ||||
| Brian P. Friedman | 186,056,032 | 5,835,986 | 156,132 | 21,711,679 | ||||
| MaryAnne Gilmartin | 188,288,273 | 3,588,874 | 171,003 | 21,711,679 | ||||
| Richard B. Handler | 189,690,404 | 2,039,230 | 318,516 | 21,711,679 | ||||
| Jacob M. Katz | 190,568,922 | 1,307,727 | 171,501 | 21,711,679 | ||||
| Michael T. O’Kane | 180,719,007 | 11,165,553 | 163,590 | 21,711,679 | ||||
| Joseph S. Steinberg | 185,819,536 | 6,076,170 | 152,444 | 21,711,679 |
Our shareholders approved our advisory vote on executive compensation. Voting results were as follows:
| Number of Shares | ||
|---|---|---|
| For | 105,873,904 | |
| Against | 85,728,725 | |
| Abstain | 445,521 | |
| Broker Non-Votes | 21,711,679 |
Our shareholders approved our equity compensation plan. Voting results were as follows:
| Number of Shares | ||
|---|---|---|
| For | 183,076,481 | |
| Against | 8,542,569 | |
| Abstain | 429,100 | |
| Broker Non-Votes | 21,711,679 |
Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2021. Voting results were as follows:
| Number of Shares | ||
|---|---|---|
| For | 213,294,688 | |
| Against | 227,731 | |
| Abstain | 237,410 |
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.
| JEFFERIES FINANCIAL GROUP INC. | ||
|---|---|---|
| Date: March 31, 2021 | /s/ Justin DeSpirito | |
| Justin DeSpirito<br> <br>Senior Vice President and<br> <br>Assistant General Counsel |