ThZeal - The Zeal

JEFFERIES FINANCIAL GROUP INC.

Date: April 1, 2022

/s/ Michael J. Sharp

Michael J. Sharp

Executive Vice President and General Counsel

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, 2022

Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

New York

001-05721

13-2615557

(State of other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS. Employer

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

Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $1.00 Per Share

JEF

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 5.02.

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

(d) On January 10, 2022, the Company previously announced that its Board of Directors had elected Thomas W. Jones to the Board effective March 28, 2022. On March 29, 2022, the Board of Directors voted to appoint Thomas W. Jones as a member of the Audit, the ESG/DEI, and the Nominating and Corporate Governance Committees, effective immediately.

Item 5.07.

Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of Shareholders on March 29, 2022.

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		193,288,666		4,317,457		177,395		21,606,357
Barry J. Alperin		152,449,884		45,083,757		249,877		21,606,357
Robert D. Beyer		146,910,208		50,686,298		187,012		21,606,357
Matrice Ellis Kirk		196,839,274		705,259		238,985		21,606,357
Brian P. Friedman		195,847,638		1,776,569		159,311		21,606,357
MaryAnne Gilmartin		194,128,184		3,481,193		174,141		21,606,357
Richard B. Handler		196,577,641		1,044,450		161,427		21,606,357
Thomas W. Jones		197,219,419		229,003		335,096		21,606,357
Jacob M. Katz		194,545,029		3,025,957		212,532		21,606,357
Michael T. O’Kane		154,237,702		43,327,390		218,426		21,606,357
Joseph S. Steinberg		193,448,722		4,125,891		208,905		21,606,357
Melissa V. Weiler		195,777,429		1,826,274		179,815		21,606,357

Our shareholders approved, on a non-binding advisory basis, the compensation of our named executive officers. Voting results were as follows:


	Number of Shares
For		104,065,379
Against		91,572,371
Abstain		2,145,768
Broker Non-Votes		21,606,357

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2022. Voting results were as follows:


	Number of Shares
For		219,048,904
Against		191,797
Abstain		149,174