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
 


	
		
		

		April 13, 2010
	
	
		
		

		Date of Report (Date of earliest event reported)
	


 
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
 



  
    
      
Delaware
(State of
      incorporation)
      
 
    
      
1-9305
(Commission File
      Number)
      
 
    
      
43-1273600
(IRS
      Employer
Identification No.)
      
 
 
One Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices, including zip code)
 


	
		
		

		(314) 342-2000
	
	
		
		

		(Registrant's telephone number, including area code)
	


 
 
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):


o   Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




 

Item
5.02           Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

(e)   2010 Executive Incentive
Performance Plan

On April 13, 2010, at the Annual Stockholders' Meeting (the "2010
Annual Meeting") of Stifel Financial Corp. (the "Company"), the Company's
stockholders approved the Company's 2010 Executive Incentive Performance Plan
(the "2010 Plan"). The 2010 Plan had been approved by the Company's Board of
Directors on February 9, 2010, subject to stockholder approval. The purpose of
the 2010 Plan is to permit the Company to take a tax deduction for the full
amount of annual incentive compensation, which qualifies as "performance-based
awards" within the meaning of Section 162(m) of the U.S. Internal Revenue Code,
paid to employees who are "covered employees." An award under the 2010 Plan may
be paid in the form of cash, an award under the Stifel, Nicolaus & Company,
Incorporated Wealth Accumulation Plan, an award of restricted stock, stock units
or other benefit under the Stifel Financial Corp. Incentive Stock Plan, or any
other form of payment approved by the Compensation Committee of the Company's
Board of Directors. The foregoing description of the 2010 Plan is qualified in
its entirety by reference to the text of the complete 2010 Plan, which was
included as Appendix A to the Company's proxy statement for the 2010 Annual
Meeting filed with the Securities and Exchange Commission on February 26, 2010
and is incorporated herein by reference (the "Proxy Statement"). 

Item 5.07           Submission of Matters to a Vote of Security
Holders.

At the 2010 Annual Meeting, three proposals were
submitted to and approved by the Company's stockholders. The holders of
28,845,522 shares of common stock, 93% of the outstanding shares entitled
to vote as of the record date, which constituted a quorum were represented at
the meeting in person or by proxy. The proposals are described in detail in the
Company's Proxy Statement. The final results were as follows:

Proposal I: 

	
		
		
 
		
		
 
		
		

		For
		
		
 
		
		

		Withhold Authority
		
		
 
		
		

		Abstentions
		
		
 
		
		

		Broker

		
		Non-votes
		
		
 
	
	
		
		
Election of Directors:
		
		
 
		
		

		 
		
		
 
		
		

		 
		
		
 
		
		

		 
		
		
 
		
		

		 
		
		
 
	
	
		
		

		John P. Dubinsky
		
		
 
		
		

		26,497,973
		
		
 
		
		

		435,510
		
		
 
		
		
―
		
		
 
		
		

		1,912,039
		
		
 
	
	
		
		

		Robert E. Lefton
		
		
 
		
		

		21,538,565
		
		
 
		
		

		5,394,918
		
		
 
		
		

		―
		
		
 
		
		

		1,912,039
		
		
 
	
	
		
		

		Scott B. McCuaig
		
		
 
		
		

		22,557,459
		
		
 
		
		

		4,376,024
		
		
 
		
		
―
		
		
 
		
		

		1,912,039
		
		
 
	
	
		
		

		James M. Oates
		
		
 
		
		

		 21,409,879
		
		
 
		
		

		5,523,604
		
		
 
		
		

		―
		
		
 
		
		

		1,912,039
		
		
 
	
	
		
		

		Ben A. Plotkin
		
		
 
		
		

		 22,518,556
		
		
 
		
		

		4,414,927
		
		
 
		
		
―
		
		
 
		
		

		1,912,039
		
		
 
	
	
		
		
 
		
		
 
		
		

		 
		
		
 
		
		

		 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
	


Proposal II:  

	
		
		
 
		
		
 
		
		

		For
		
		
 
		
		

		Against
		
		
 
		
		

		Abstentions
		
		
 
		
		

		Broker

		Non-votes
		
		
 
	
	
		
		

		Approval of the Stifel Financial Corp. 2010
		Executive Incentive Performance Plan  
		
		
 
		
		

		22,608,397
		
		
 
		
		

		3,883,276
		
		
 
		
		

		441,810
		
		
 
		
		

		1,912,039
		
		
 
	
	
		
		
 
		
		
 
		
		

		 
		
		
 
		
		

		 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
	


Proposal III: 

	
		
		
 
		
		
 
		
		

		For
		
		
 
		
		

		Against
		
		
 
		
		

		Abstentions
		
		
 
		
		

		Broker

		Non-votes
		
		
 
	
	
		
		

		Ratification of Ernst & Young LLP as
		independent registered public accountants
		
		
 
		
		

		28,626,747
		
		
 
		
		

		160,974
		
		
 
		
		

		57,801
		
		
 
		
		

		―
		
		
 
	
	
		
		
 
		
		
 
		
		

		 
		
		
 
		
		

		 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
	


 

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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.
  
    
      
 
    
      
 
    
      
 
  
    
      
 
    
      
 
    
      
 
  
    
      
Date: April 13, 2010
    
      
By:
    
      
/s/ Ronald J. Kruszewski
  
    
      
 
    
      
 
    
      

		Ronald J.
		Kruszewski
  
    
      
 
    
      
 
    
      

		President and Chief Executive
  Officer
 
 
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