UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 28, 2024, at our Annual Meeting of Shareholders, our shareholders approved an amendment to the Jefferies Financial Group Inc. Equity Compensation Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan. The material terms of the Plan are summarized on pages 69 through 73 of our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 16, 2024, 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, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 28, 2024.
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 |
162,051,081 | 9,537,627 | 216,308 | 19,349,326 | ||||||||||||
Robert D. Beyer |
127,629,827 | 43,938,488 | 236,701 | 19,349,326 | ||||||||||||
Matrice Ellis Kirk |
165,605,879 | 5,996,648 | 202,489 | 19,349,326 | ||||||||||||
Brian P. Friedman |
169,835,461 | 1,722,937 | 246,618 | 19,349,326 | ||||||||||||
MaryAnne Gilmartin |
137,932,705 | 33,618,843 | 253,468 | 19,349,326 | ||||||||||||
Richard B. Handler |
170,100,794 | 1,466,120 | 238,102 | 19,349,326 | ||||||||||||
Thomas W. Jones |
162,799,268 | 8,786,057 | 219,691 | 19,349,326 | ||||||||||||
Jacob M. Katz |
167,459,729 | 4,122,839 | 222,448 | 19,349,326 | ||||||||||||
Michael T. O’Kane |
137,489,332 | 34,095,328 | 220,356 | 19,349,326 | ||||||||||||
Joseph S. Steinberg |
167,132,856 | 4,475,028 | 197,132 | 19,349,326 | ||||||||||||
Melissa V. Weiler |
138,106,620 | 33,468,332 | 230,064 | 19,349,326 |
Our shareholders approved, on a non-binding advisory basis, our executive-compensation program. Voting results were as follows:
Number of Shares | ||||
For |
121,804,785 | |||
Against |
47,859,725 | |||
Abstain |
2,140,506 | |||
Broker Non-Votes |
19,349,326 |
Our shareholders approved the amendment to our Equity Compensation Plan. Voting results were as follows:
Number of Shares | ||||
For |
162,365,443 | |||
Against |
7,268,133 | |||
Abstain |
2,171,440 | |||
Broker Non-Votes |
19,349,326 |
Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2024. Voting results were as follows:
Number of Shares | ||||
For |
190,527,097 | |||
Against |
497,631 | |||
Abstain |
129,614 |
Item 9.01 | Financial Statements and Exhibits |
(d)
Exhibit |
Description | |
99.1 | Equity Compensation Plan, as amended and restated on March 28, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 29, 2024 | JEFFERIES FINANCIAL GROUP INC. | |||||
/s/ Michael J. Sharp | ||||||
Michael J. Sharp | ||||||
Executive Vice President and General Counsel |