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 29, 2023
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-05721 | 13-2615557 |
|---|---|---|
| (State of other jurisdiction<br>of incorporation or organization) | (Commission<br>File Number) | (IRS. Employer<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>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, Par Value $1.00 Per Share | JEF | New York Stock Exchange |
| 4.850% Senior Notes Due 2027 | JEF 27A | New York Stock Exchange |
| 2.750% Senior Notes Due 2032 | JEF 32A | 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 5.07. | Submission of Matters to a Vote of Security Holders |
|---|
Jefferies Financial Group Inc. (“we” or “our”) held our Annual Meeting of Shareholders on March 29, 2023.
Our director nominees 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 | 178,709,398 | 8,343,084 | 223,879 | 18,594,805 | ||||
| Barry J. Alperin | 165,956,711 | 21,044,861 | 274,789 | 18,594,805 | ||||
| Robert D. Beyer | 159,927,259 | 27,136,247 | 212,855 | 18,594,805 | ||||
| Matrice Ellis Kirk | 181,842,218 | 5,203,826 | 230,317 | 18,594,805 | ||||
| Brian P. Friedman | 184,893,134 | 2,154,050 | 229,177 | 18,594,805 | ||||
| MaryAnne Gilmartin | 172,668,516 | 14,333,843 | 274,002 | 18,594,805 | ||||
| Richard B. Handler | 185,336,637 | 1,724,413 | 215,311 | 18,594,805 | ||||
| Thomas W. Jones | 180,766,232 | 6,318,332 | 191,797 | 18,594,805 | ||||
| Jacob M. Katz | 184,742,915 | 2,333,880 | 199,566 | 18,594,805 | ||||
| Michael T. O’Kane | 167,824,257 | 19,255,881 | 196,223 | 18,594,805 | ||||
| Joseph S. Steinberg | 180,970,193 | 6,148,562 | 157,606 | 18,594,805 | ||||
| Melissa V. Weiler | 175,202,462 | 11,846,577 | 227,322 | 18,594,805 |
Our shareholders approved, on a non-binding advisory basis, our executive-compensation program. Voting results were as follows:
| Number of Shares | ||
|---|---|---|
| For | 108,253,672 | |
| Against | 76,690,412 | |
| Abstain | 2,332,277 | |
| Broker Non-Votes | 18,594,805 |
Our shareholders approved, on a non-binding advisory basis, a frequency of one year to hold an approval vote on our executive-compensation program. Voting results were as follows:
| Number of Shares | ||
|---|---|---|
| For Every 1 Year | 176,572,164 | |
| For Every 2 Years | 305,835 | |
| For Every 3 Years | 10,041,775 | |
| Abstain | 356,587 | |
| Broker Non-Votes | 18,594,805 |
Management intends to continue to hold the advisory vote to approve our executive-compensation program every year.
Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2023. Voting results were as follows:
| Number of Shares | ||
|---|---|---|
| For | 205,180,175 | |
| Against | 518,558 | |
| Abstain | 172,433 |
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.
| Date: March 31, 2023 | JEFFERIES FINANCIAL GROUP INC. |
|---|---|
| /s/ Michael J. Sharp | |
| Michael J. Sharp | |
| Executive Vice President and General Counsel |