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.

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

Filing Impact

(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.

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.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

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.

Key Figures

Total authorized stock: 294,000,000 shares Authorized common stock: 291,000,000 shares Equity plan increase: 9,000,000 shares +5 more

8 metrics

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

Key Terms

2001 Incentive Stock Plan (2018 Restatement), Certificate of Incorporation, Broker Non-votes, independent registered public accounting firm, +1 more

5 terms

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/09/2026 - 04:16 PM Accepted by SEC EDGAR 06/09/2026 - 04:15 PM

FAQ

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.

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

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)

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EX-10.1 43.2 KB

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

Rhea-AI Filing Summary

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