8-K

STIFEL FINANCIAL CORP.

Date: June 4, 2025

/s/ James M. Marischen

James M. Marischen

Chief Financial Officer

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): June 4, 2025

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 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Stifel Financial Corp. (the “Company”) was held on June 4, 2025 to (i) elect eleven members of the Board of Directors; (ii) approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Company’s Proxy Statement; and (iii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025.

As of April 7, 2025, the record date for the Annual Meeting, there were 103,033,074 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 97,820,030 shares of common stock were represented in person or by proxy, constituting a quorum.

The final results for the proposals voted on at the Annual Meeting are set forth below:

Proposal 1 – Election of Directors:

The Company’s shareholders elected eleven directors to hold office until the 2026 annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier death, resignation or removal. The following table shows the results of the shareholders’ votes:


	For		Withhold Authority		Abstentions		Broker Non-votes
Adam T. Berlew		88,152,844		337,192		—		9,329,994
Maryam S. Brown		88,124,327		365,709		—		9,329,994
Michael W. Brown		85,437,551		3,052,485		—		9,329,994
Lisa L. Carnoy		87,541,983		948,053		—		9,329,994
Robert E. Grady		83,681,564		4,808,472		—		9,329,994
James P. Kavanaugh		87,536,999		953,037		—		9,329,994
Ronald J. Kruszewski		84,267,707		4,222,329		—		9,329,994
Maura A. Markus		79,751,623		8,738,413		—		9,329,994
David A. Peacock		83,963,766		4,526,270		—		9,329,994
Thomas W. Weisel		87,304,433		1,185,603		—		9,329,994
Michael J. Zimmerman		85,513,662		2,976,374		—		9,329,994

Proposal 2 – To approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the Proxy Statement:


For	Against	Abstentions	Broker Non-votes
85,449,454	2,850,576	190,006	9,329,994

Proposal 3 – To ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025:


For	Against	Abstentions	Broker Non-votes
97,603,454	131,917	84,659	N/A

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.

SEC Form 8-K filed by Stifel Financial Corporation