Jefferies (NYSE: JEF) holders approve more non-voting shares and back pay plan

Rhea-AI Filing Summary

Jefferies Financial Group Inc. reported the results of its Annual Meeting of Shareholders. Investors approved a Restated Certificate of Incorporation that increases the number of authorized shares of the existing class of non-voting common stock, effective upon filing in New York on March 27, 2026.

All director nominees were elected, each receiving roughly 149.9 million to 160.9 million votes in favor, with additional broker non-votes recorded. Shareholders also approved, on a non-binding advisory basis, the company’s executive-compensation program and ratified Deloitte & Touche LLP as independent auditors for the fiscal year ending November 30, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Say-on-pay support: 142,257,066 shares for Say-on-pay opposition: 19,633,316 shares against Auditor ratification support: 181,007,063 shares for +4 more

7 metrics

Say-on-pay support 142,257,066 shares for Advisory vote on executive compensation

Say-on-pay opposition 19,633,316 shares against Advisory vote on executive compensation

Auditor ratification support 181,007,063 shares for Ratification of Deloitte & Touche LLP for FY ending Nov. 30, 2026

Charter amendment approval 181,470,620 shares for Vote to approve Restated Certificate of Incorporation

Charter amendment opposition 471,274 shares against Vote on Restated Certificate of Incorporation

Highest director support 160,943,629 shares for Election of director Yoshihiro Hyakutome

Lowest director support 149,862,077 shares for Election of director Linda L. Adamany

Key Terms

Restated Certificate of Incorporation, non-voting common stock, broker non-votes, non-binding advisory basis, +1 more

5 terms

Restated Certificate of Incorporation regulatory

"shareholders approved an amendment and restatement of the Certificate of Incorporation of the Company"

A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

non-voting common stock financial

"increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share"

A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

broker non-votes financial

"Broker Non-Votes | 19,736,294"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"Our shareholders approved, on a non-binding advisory basis, our executive-compensation program."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent auditors financial

"Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

Understanding 8-K Material Events →

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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 26, 2026

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: 212-284-2300

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
4.850% Senior Notes Due 2027		JEF 27A		New York Stock Exchange
5.875% Senior Notes Due 2028		JEF 28		New York Stock Exchange
2.750% Senior Notes Due 2032		JEF 32A		New York Stock Exchange
6.200% Senior Notes Due 2034		JEF 34		New York Stock Exchange
5.500% Senior Notes Due 2036		JEF 36		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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 26, 2026, Jefferies Financial Group Inc. (the “Company”, “we” or “our”) held its Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved an amendment and restatement of the Certificate of Incorporation of the Company (the “Restated Certificate of Incorporation”) to increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share.  On March 27, 2026, the Company delivered the Restated Certificate of Incorporation to the Department of State of the State of New York for filing.  The description of the amendment and restatement effected by the Restated Certificate of Incorporation is incorporated herein by reference to the text of the section titled “Proposal 4: Amendment and Restatement of the Certificate of Incorporation” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 23, 2026.  Such description is qualified in its entirety by the full text of the Restated Certificate of Incorporation, which has been filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Restated Certificate of Incorporation was effective as of the filing with the Department of State of the State of New York on March 27, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders

Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders at the Annual Meeting.

Our director nominees were elected to our Board of Directors and received the following votes:

		Number of Shares
		For					Against							Abstain							Broker Non-Votes
Linda L. Adamany			149,862,077					12,148,486							476,831							19,736,294
Robert D. Beyer			154,115,324					7,878,466							493,604							19,736,294
Matrice Ellis Kirk			158,388,284					3,586,069							513,041							19,736,294
Brian P. Friedman			160,822,258					1,406,374							258,762							19,736,294
MaryAnne Gilmartin			155,034,068					6,939,810							513,516							19,736,294
Richard B. Handler			160,877,951					1,348,999							260,444							19,736,294
Yoshihiro Hyakutome			160,943,629					1,162,789							380,976							19,736,294
Thomas W. Jones			159,661,357					2,299,873							526,164							19,736,294
Jacob M. Katz			159,628,315					2,369,202							489,877							19,736,294
Michael T. O’Kane			153,460,758					8,533,751							492,885							19,736,294
Joseph S. Steinberg			158,549,326					3,626,220							311,848							19,736,294
Melissa V. Weiler			154,333,178					7,676,007							478,209							19,736,294

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

		Number of Shares
For			142,257,066
Against			19,633,316
Abstain			597,012
Broker Non-Votes			19,736,294

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2026.  Voting results were as follows:

		Number of Shares
For			181,007,063
Against			844,926
Abstain			371,699

Our shareholders approved the Restated Certificate of Incorporation to increase the number of authorized shares of the existing class of non-voting common stock, par value $1.00 per share.  Voting results were as follows:

		Number of Shares
For		181,470,620
Against		471,274
Abstain		281,794

In connection with the Annual Meeting, we also solicited proxies with respect to the adjournment of the Annual Meeting for the purpose of soliciting additional proxies if there were insufficient votes at the Annual Meeting to approve the Restated Certificate of Incorporation (the “Adjournment Proposal”).  As there were sufficient votes at the time of the Annual Meeting to approve the Restated Certificate of Incorporation, the Adjournment Proposal was unnecessary and such proposal was not submitted to the shareholders for approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

	Exhibit Number	Description
	3.1	Restated Certificate of Incorporation of Jefferies Financial Group Inc.
	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 31, 2026	JEFFERIES FINANCIAL GROUP INC.
	/s/ Michael J. Sharp
	Michael J. Sharp
	Executive Vice President and General Counsel

FAQ

What did Jefferies (JEF) shareholders approve regarding the company’s charter?

Shareholders approved a Restated Certificate of Incorporation that increases the number of authorized shares of Jefferies’ existing class of non-voting common stock. The restated charter became effective when filed with the New York Department of State on March 27, 2026, formalizing the expanded authorization.

Were Jefferies (JEF) director nominees elected at the 2026 Annual Meeting?

All Jefferies director nominees were elected, each receiving strong majority support with approximately 149.9 million to 160.9 million votes cast "for" each candidate, plus additional broker non-votes. This confirms shareholder backing for the current board composition and governance structure.

How did Jefferies (JEF) shareholders vote on executive compensation in 2026?

Shareholders approved the executive-compensation program on an advisory basis, with 142,257,066 votes for, 19,633,316 against, and 597,012 abstentions, plus 19,736,294 broker non-votes. This indicates broad, though not unanimous, support for the company’s pay practices for senior management.

Did Jefferies (JEF) shareholders ratify the independent auditors for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as Jefferies’ independent auditors for the fiscal year ending November 30, 2026. The vote totaled 181,007,063 shares for, 844,926 against, and 371,699 abstaining, signaling strong support for the chosen audit firm.

What were the voting results on Jefferies’ (JEF) Restated Certificate of Incorporation?

The Restated Certificate of Incorporation received overwhelming approval, with 181,470,620 votes for, 471,274 against, and 281,794 abstentions. Because this approval threshold was met at the meeting, a separate adjournment proposal to seek additional votes was not needed.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 671.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 19.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 29.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB