8-K

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): June 28, 2023

Jefferies Financial Group Inc.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: 212-284-2300

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Jefferies Financial Group Inc. (“we”, “our” or the “Company”) held a special meeting of its shareholders on June 28, 2023 (the “Special Meeting”).

At the Special Meeting, our shareholders approved the amendment and restatement of the Restated Certificate of Incorporation of the Company (the “Amended and Restated Certificate of Incorporation”) to authorize a new class of non-voting common stock, $1.00 par value per share (the “Non-Voting Common Stock”), and make certain other changes to the Restated Certificate of Incorporation of the Company, as disclosed in the definitive proxy statement filed with the Securities and Exchange Commission on May 25, 2023. Voting results were as follows:

In connection with the Special Meeting, we also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Special Meeting to approve the Amended and Restated Certificate of Incorporation (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Amended and Restated Certificate of Incorporation, the Adjournment Proposal was unnecessary and such proposal was not submitted to the shareholders for approval at the Special Meeting.

On June 28, 2023, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

(d) Exhibits

SIGNATURES

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.

Exhibit 99.1

Jefferies Announces Shareholder Approval of Charter Amendment

NEW YORK, June 28, 2023 - Jefferies Financial Group Inc. (NYSE: JEF) (“Jefferies”) is pleased to announce that its shareholders overwhelmingly approved its Amended and Restated Certificate of Incorporation, which authorizes a new class of non-voting common stock, $1.00 par value per share (the “Non-Voting Common Shares”).  The proposal at the special meeting received 98.1% of votes cast in favor:

As previously announced, as part of our strategic alliance with Sumitomo Mitsui Banking Corporation (“SMBC”) and certain of its affiliates (collectively, “SMBC Group”), SMBC plans, subject to applicable regulatory approvals, to raise its economic ownership in Jefferies to up to 15% on an as-converted and fully diluted basis.  That increased economic ownership will come from direct and indirect open-market purchases of Jefferies’ voting common stock that will, in part, be exchanged for Jefferies’ Series B non-voting convertible preferred shares, which are mandatorily convertible into the Non-Voting Common Shares three years after the date of the initial exchange.

Rich Handler, Jefferies’ CEO, and Brian Friedman, its President, stated: “We want to thank our shareholders for approving this next important step toward building Jefferies’ and SMBC Group’s strategic alliance to help strengthen and advance the corporate and investment banking businesses of both firms.  We are all excited about the future potential of our partnership.”

About Jefferies Financial Group Inc.

Jefferies is a leading, global, full-service investment banking and capital markets firm that provides advisory, sales and trading, research and wealth management services. With more than 40 offices around the world, we offer insights and expertise to investors, companies and governments.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements about our future and statements that are not historical facts. These forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “may,” “intend,” “outlook,” “will,” “estimate,” “forecast,” “project,” “should,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which will change over time. Forward-looking statements may contain beliefs, goals, intentions and expectations regarding revenues, earnings, operations, arrangements and other results, and may include statements of future performance, plans, and objectives. Forward-looking statements also include statements pertaining to our strategies for future development of our businesses and products, including Jefferies and SMBC Group’s strategic alliance. In particular, forward-looking statements include statements about the potential benefits of the collaboration with SMBC Group, SMBC’s intention to exchange its shares of Jefferies’ voting common stock and SMBC’s intention to increase its equity investment in Jefferies, as SMBC is under no obligation to do so. Forward‐looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update any forward‐looking statements. Furthermore, because forward‐looking statements represent only our belief regarding future events, many of which by their nature are inherently uncertain, the actual results or outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Information regarding important factors, including Risk Factors that could cause actual results or outcomes to differ, perhaps materially, from those in our forward-looking statements is contained in reports we file with the SEC. You should read and interpret any forward-looking statement together with reports we file with the SEC. Past performance may not be indicative of future results. Different types of investments involve varying degrees of risk. Therefore, it should not be assumed that future performance of any specific investment or investment strategy will be profitable or equal the corresponding indicated performance level(s).

For inquiries, please contact:

Jonathan Freedman

Head of Marketing and Communications

Jefferies Financial Group Inc.

jfreedman@jefferies.com