8-K

JEFFERIES FINANCIAL GROUP INC.

Date: March 31, 2021

/s/ Justin DeSpirito

Justin DeSpirito

Senior Vice President and

Assistant General Counsel

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

of incorporation or organization)

(Commission

File Number)

(IRS. Employer

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

Symbol(s)

Name of each exchange

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.