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Stifel (NYSE: SF) investors approve stock authorization hike and equity plan

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stifel Financial Corp. reported results of its June 9, 2026 annual shareholder meeting. Shareholders approved amendments to the certificate of incorporation increasing total authorized stock from 197,000,000 to 294,000,000 shares, including an increase in authorized common stock from 194,000,000 to 291,000,000 shares.

They also approved amendments to the 2001 Incentive Stock Plan (2018 Restatement) to add capacity for 9,000,000 shares, including 175,000 reserved for non-employee directors. Twelve directors were elected, executive compensation received advisory approval, and KPMG LLP was ratified as independent auditor. There were 153,794,394 common shares outstanding as of the record date, with 142,320,057 shares represented, constituting a quorum.

Positive

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Insights

Shareholders backed larger share authorization and refreshed equity plan while supporting existing leadership and auditor.

The meeting outcomes give Stifel Financial Corp. expanded flexibility by raising authorized stock to 294,000,000 shares and increasing common stock authorization to 291,000,000 shares. The equity incentive plan’s additional 9,000,000 shares, including 175,000 for non-employee directors, supports ongoing stock-based compensation.

All twelve director nominees were elected with substantial support, and the advisory vote approved named executive officer pay. Ratification of KPMG LLP as auditor for the year ending December 31, 2026 indicates continuity in external oversight. Future filings will show how much of the newly authorized and plan shares are actually issued.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Total authorized stock 294,000,000 shares Authorized shares after amendment to certificate of incorporation
Authorized common stock 291,000,000 shares Authorized common stock after shareholder approval
Equity plan increase 9,000,000 shares Additional capacity in 2001 Incentive Stock Plan (2018 Restatement)
Director reserve 175,000 shares Equity plan shares reserved for non-employee directors
Shares outstanding on record date 153,794,394 shares Common stock outstanding as of April 13, 2026
Shares represented at meeting 142,320,057 shares Shares present in person or by proxy, constituting a quorum
Say-on-pay support 123,866,225 shares for Advisory vote on executive compensation
Auditor ratification support 138,332,694 shares for Vote to ratify KPMG LLP as auditor for 2026
2001 Incentive Stock Plan (2018 Restatement) financial
"approved amendments to the Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) (the “Plan”)"
Certificate of Incorporation regulatory
"approve the adoption of an amendment to the Company’s Certificate of Incorporation to increase the number of shares"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
Broker Non-votes financial
"For | | Against | | Abstentions | | Broker Non-votes 123,866,225 | | 2,396,358 | | 308,175 | | 15,749,299"
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.
independent registered public accounting firm financial
"ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Emerging growth company regulatory
"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
STIFEL FINANCIAL CORP false 0000720672 --12-31 0000720672 2026-06-09 2026-06-09 0000720672 us-gaap:CommonStockMember 2026-06-09 2026-06-09 0000720672 us-gaap:SeriesBPreferredStockMember 2026-06-09 2026-06-09 0000720672 us-gaap:SeriesCPreferredStockMember 2026-06-09 2026-06-09 0000720672 us-gaap:SeriesDPreferredStockMember 2026-06-09 2026-06-09 0000720672 sfb:M5.20SeniorNotesDue2047Member 2026-06-09 2026-06-09
 
 

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 9, 2026

 

 

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.

As described in more detail below under Item 5.07, on June 9, 2026, the shareholders of Stifel Financial Corp. (the “Company”) approved amendments to the Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) (the “Plan”). The material terms of the Plan are summarized in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2026. The description of the Plan is qualified in its entirety by the full text of the Plan, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.03  Amendments to Articles of Incorporation or By-Laws: Change in Fiscal Year.

As described in more detail below under Item 5.07, on June 9, 2026, the Company’s shareholders approved an increase in the total number of shares of stock authorized from 197,000,000 to 294,000,000; and an increase in the number of shares of common stock authorized from 194,000,000 to 291,000,000.

On June 9, 2026, the Company filed the First Amendment to the Second Restated Certificate of Incorporation with the Secretary of the State of Delaware, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

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

The Annual Meeting of Shareholders of the Company was held on June 9, 2026 to (i) elect twelve 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; (iii) approve the adoption of an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized for issuance; (iv) approve the adoption of an amendment to the Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) to increase capacity by 9,000,000 shares, including 175,000 shares to be reserved for non-employee directors; and (v) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026.

As of April 13, 2026, the record date for the Annual Meeting, there were 153,794,394 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 142,320,057 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 twelve directors to hold office until the 2027 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

      125,536,282        1,034,476        —        15,749,299  

Maryam S. Brown

      126,346,811        223,947        —        15,749,299  

Michael W. Brown

      123,047,033        3,523,725        —        15,749,299  

Lisa L. Carnoy

      125,248,195        1,322,563        —        15,749,299  

Robert E. Grady

      120,287,441        6,283,317        —        15,749,299  

James P. Kavanaugh

      125,525,957        1,044,801        —        15,749,299  

Ronald J. Kruszewski

      122,402,295        4,168,463        —        15,749,299  

Maura A. Markus

      117,164,901        9,405,857        —        15,749,299  

Victor J. Nesi

      124,594,673        1,976,085           15,749,299  

David A. Peacock

      121,277,210        5,293,548        —        15,749,299  

Thomas W. Weisel

      124,569,215        2,001,543        —        15,749,299  

Michael J. Zimmerman

      122,772,544        3,798,214        —        15,749,299  

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

123,866,225

  

2,396,358

  

308,175

  

15,749,299

 

2

Proposal 3 – To approve the adoption of an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized for issuance:

 

For   Against   Abstentions   Broker Non-votes

141,102,597

  

1,111,627

  

105,833

   N/A

Proposal 4 – To approve the adoption of an amendment to the Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) to increase capacity by 9,000,000 shares, including 175,000 shares to be reserved for non-employee directors:

 

For   Against   Abstentions   Broker Non-votes

87,433,331

  

38,926,563

  

210,864

  

15,749,299

Proposal 5 – To ratify the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026:

 

For   Against   Abstentions   Broker Non-votes

138,332,694

  

3,809,504

  

177,859

   N/A

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 

 Exhibit

 Number

      Description
   3.1       First Amendment to the Second Restated Certificate of Incorporation, dated June 9, 2026
  10.1       Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement), as amended through June 2026
  104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

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: June 9, 2026

  

   

    By:    /s/ James M. Marischen          
     Name:     James M. Marischen   
     Title:    Chief Financial Officer   

 

4

Source: View Original Filing on SEC EDGAR

FAQ

What share authorization changes did Stifel Financial Corp. (SF) shareholders approve?

Shareholders approved increasing total authorized stock to 294,000,000 shares and authorized common stock to 291,000,000 shares. This amends the certificate of incorporation and provides additional capacity for future common stock issuance if the company chooses to use it.

How was the Stifel (SF) equity incentive plan changed at the 2026 annual meeting?

Shareholders approved amendments to the 2001 Incentive Stock Plan (2018 Restatement) adding capacity for 9,000,000 shares. This includes 175,000 shares reserved for non-employee directors, supporting continued use of stock-based awards for employees and board members.

Did Stifel Financial Corp. (SF) shareholders approve executive compensation in 2026?

Yes. In the advisory say-on-pay vote, 123,866,225 shares were cast for the compensation of named executive officers, 2,396,358 against, and 308,175 abstaining. There were 15,749,299 broker non-votes, indicating overall shareholder support for the pay program.

Which auditor did Stifel (SF) shareholders ratify for the 2026 fiscal year?

Shareholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 138,332,694 shares for, 3,809,504 against, and 177,859 abstentions, reflecting strong support for continuing with KPMG.

How many Stifel (SF) shares were eligible and present for the 2026 annual meeting?

As of the April 13, 2026 record date, 153,794,394 common shares were outstanding and entitled to vote. At the meeting, 142,320,057 shares were represented in person or by proxy, which the company states constituted a quorum for conducting business.

What changes to Stifel (SF) governance documents were filed after the vote?

Following shareholder approval, the company filed the First Amendment to the Second Restated Certificate of Incorporation with the Delaware Secretary of State on June 9, 2026. This filing reflects the increased authorized share counts approved at the annual meeting.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents