8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 26, 2023

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-09305	43-1273600
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

501 N. Broadway, St. Louis, Missouri 63102-2188

(Address of principal executive offices and zip code)

(314) 342-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.15 par value per share	SF	New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B	SF-PB	New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 6.125% Non-Cumulative Preferred Stock, Series C	SF-PC	New York Stock Exchange
Depository Shares, each representing 1/1,000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D	SF-PD	New York Stock Exchange
5.20% Senior Notes due 2047	SFB	New York Stock Exchange

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))

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.

On April 26, 2023, Stifel Financial Corp, (the “Company”) announced that the Board of Directors appointed Maryam Brown and Lisa Cornoy as Directors of the Company effective April 26, 2023.

Ms. Brown and Ms. Cornoy will receive an award, which represents the annual retainer paid to all non-management directors. Compensation for non-management directors is described in the Company’s Proxy Statement under “Non-Employee Director Compensation”.

A copy of the press release containing this information is attached as Exhibit 99.1 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated April 26, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

		STIFEL FINANCIAL CORP. (Registrant)
Date: April 26, 2023	By:	/s/ James M. Marischen
	Name:	James M. Marischen
	Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

STIFEL APPOINTS MARYAM BROWN AND LISA CARNOY

TO BOARD OF DIRECTORS

ST. LOUIS, April 26, 2023 — Stifel Financial Corp. (NYSE: SF) today announced the appointments of Maryam Brown and Lisa Carnoy to the firm’s Board of Directors, effective April 26, 2023.

“As exceptionally talented business leaders, Maryam and Lisa bring unique perspective and a valuable mix of industry and policy experience to our Board,” said Ronald J. Kruszewski, Chairman and CEO of Stifel. “We are thrilled to welcome Maryam and Lisa to our Board and look forward to their future contributions to the firm.”

Maryam Brown is President of Southern California Gas Company (SoCalGas), the nation’s largest gas distribution utility. Maryam has 25 years of experience in the energy industry across engineering, legal, policy, and regulatory roles, having started her career as an engineer in the petroleum-refining sector. She joined SoCalGas in 2019 from SoCalGas’ corporate parent, Sempra.

Before joining Sempra, Maryam amassed a decade of legislative and policy expertise working on Capitol Hill, serving in senior staff roles in both the U.S. House of Representatives and U.S. Senate. During this period, she served as Chief Energy Counsel to the House Committee on Energy and Commerce and subsequently as Senior Energy and Environment Counsel for two speakers of the U.S. House of Representatives. Prior to this, she was a Corporate Securities Associate Attorney in the San Francisco office of Pillsbury Winthrop Shaw Pittman LLP.

Maryam is Chair of the American Gas Association Foundation, serves on the U.S. Department of Energy’s National Petroleum Council, and is on the Board and Executive Committee of the California Chamber of Commerce.

Maryam earned her bachelor’s degree in mechanical engineering and her law degree (Order of the Coif) from Louisiana State University.

A seasoned financial executive, Lisa Carnoy served from 2018 to 2022 as the Chief Financial Officer of AlixPartners. Before Alix Partners, she was a senior leader at Bank of America Merrill Lynch, including as the Division Executive for the Northeast at U.S. Trust, the private bank within Bank of America, and as NYC Market President for Bank of America. Prior to her move to wealth management, Lisa served as Head of Global Capital Markets and Head of Global Equity and Equity-Linked Capital Markets for Bank of America Merrill Lynch.

Lisa has been a passionate advocate for diversity, co-founding several organizations, including the Women’s Leadership Council at Bank of America and the Women’s Leadership Council for Athletics. She recently chaired the search committee for the President of Columbia University, where she is Chair Emerita. Lisa also serves as Independent Director and Treasurer of the U.S. Soccer Federation.

Lisa earned an MBA from Harvard Business School and a bachelor’s degree cum laude from Columbia University.

Stifel Company Information

Stifel Financial Corp. (NYSE: SF) is a financial services holding company headquartered in St. Louis, Missouri, that conducts its banking, securities, and financial services business through several wholly owned subsidiaries. Stifel’s broker-dealer clients are served in the United States through Stifel, Nicolaus & Company, Incorporated, including its Eaton Partners business division; Keefe, Bruyette & Woods, Inc.; Miller Buckfire & Co., LLC; and Stifel Independent Advisors, LLC. The Company’s broker-dealer affiliates provide securities brokerage, investment banking, trading, investment advisory, and related financial services to individual investors, professional money managers, businesses, and municipalities. Stifel Bank and Stifel Bank & Trust offer a full range of consumer and commercial lending solutions. Stifel Trust Company, N.A. and Stifel Trust Company Delaware, N.A. offer trust and related services. To learn more about Stifel, please visit the Company’s website at www.stifel.com. For global disclosures, please visit https://www.stifel.com/investor-relations/press-releases.

Stifel Investor Relations Contact

Joel Jeffrey, (212) 271-3610

investorrelations@stifel.com

Stifel Media Relations Contact

Neil Shapiro, (212) 271-3447

shapiron@stifel.com

XML

Document and Entity Information	Apr. 26, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	STIFEL FINANCIAL CORP
Amendment Flag	false
Entity Central Index Key	0000720672
Document Type	8-K
Document Period End Date	Apr. 26, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-09305
Entity Tax Identification Number	43-1273600
Entity Address, Address Line One	501 N. Broadway
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63102-2188
City Area Code	(314)
Local Phone Number	342-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.15 par value per share
Trading Symbol	SF
Security Exchange Name	NYSE
Depository Shares Each Representing One By Thousandth Interest In Share Of Six Point Two Five Percentage Not Cumulative Preferred Stock Series B [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depository Shares, each representing 1/1,000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series B
Trading Symbol	SF-PB
Security Exchange Name	NYSE
Depository Shares Each Representing One By Thousandth Interest In Share Of Six Point One Two Five Percentage Not Cumulative Preferred Stock Series C Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depository Shares, each representing 1/1,000th interest in a share of 6.125% Non-Cumulative Preferred Stock, Series C
Trading Symbol	SF-PC
Security Exchange Name	NYSE
Depository Shares Each Representing One By Thousandth Interest In Share Of Four Point Five Zero Percentage Not Cumulative Preferred Stock Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depository Shares, each representing 1/1,000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D
Trading Symbol	SF-PD
Security Exchange Name	NYSE
Senior Notes 520 Due 2047 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.20% Senior Notes due 2047
Trading Symbol	SFB
Security Exchange Name	NYSE