NYSE: SF STIFEL FINANCIAL CORP 8-K

Stifel shareholders approve 50% increase in authorized shares to 291 million

Filed June 9, 2026 · Period ending June 9, 2026 · ~1 min read

Key Changes

high

Authorized common stock increased 50% from 194M to 291M shares (99.1% approval), providing capacity for future equity issuances for acquisitions, compensation, or capital raises.

Item 5.03 verify on EDGAR →
medium

Equity plan expanded by 9M shares with 69.2% approval but faced notable 30.8% opposition (38.9M against vs 87.4M for), suggesting shareholder concern about dilution.

Item 5.03 verify on EDGAR →
low

All twelve directors elected with 92.6%–99.8% support; say-on-pay approved 98.1%; auditor ratified 97.3%—all routine governance outcomes.

Item 5.03 verify on EDGAR →

Summary

Stifel Financial shareholders approved a significant expansion of the company's capital structure at the June 9, 2026 annual meeting, increasing authorized common stock by 50% to 291 million shares. The proposal passed overwhelmingly with 99.1% support (141.1M for vs 1.1M against), giving management substantial flexibility for future equity issuances.

The company has not disclosed specific plans for the additional authorization, which could support M&A activity, employee compensation programs, or capital raises. Shareholders also approved adding 9 million shares to the 2001 Incentive Stock Plan, though this proposal drew the meeting's highest opposition at 30.8% of votes cast (38.9M against).

While the measure passed with 69.2% support, the resistance level suggests some investors are concerned about potential dilution from equity compensation. Other governance matters—director elections (92.6%–99.8% support), say-on-pay (98.1%), and auditor ratification (97.3%)—received routine approval levels. The filing appears incomplete, with Item 5.02 invoking officer/director changes but providing no substantive disclosure.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~39 words

8-K filing appears incomplete or truncated, disclosing only Item 5.02 header with no substantive content regarding officer or director changes.

1 Added

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Added Incomplete Item 5.02 disclosure low

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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

The filing invokes Item 5.02, which covers officer/director departures, appointments, elections, or compensatory arrangements, but the text cuts off mid-sentence with no substantive disclosure. The phrase 'As described in more detail below under' suggests content was intended but is missing from the provided filing text.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~100 words

Shareholders approved amendments to the 2001 Incentive Stock Plan on June 9, 2026.

1 Added

Added Incentive Stock Plan amendments approved medium

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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”).

Shareholders voted to approve amendments to the company's equity compensation plan. The specific terms of the amendments were disclosed in the April 29, 2026 proxy statement. The amended plan is attached as an exhibit to this filing.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~700 words

Stifel shareholders approved authorized share increase, equity plan expansion, director elections, say-on-pay, and auditor ratification at annual meeting.

5 Added

Added Authorized share increase high

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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.

Shareholders approved a 50% increase in authorized common stock from 194 million to 291 million shares. The proposal passed with 99.1% of votes cast (141,102,597 for vs 1,111,627 against). This expansion provides the company with additional capacity for future equity issuances, which could be used for acquisitions, employee compensation, or capital raises.

Added Equity plan expansion medium

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For | Against | Abstentions | Broker Non-votes | 87,433,331 | 38,926,563 | 210,864 | 15,749,299

Shareholders approved adding 9,000,000 shares to the 2001 Incentive Stock Plan, with 175,000 reserved for non-employee directors. The proposal passed with 69.2% of votes cast but faced notable opposition of 30.8% (38,926,563 against vs 87,433,331 for), the highest opposition rate among all proposals. This level of resistance suggests some shareholder concern about potential dilution from equity compensation.

Show 3 minor / wording changes

Added Director elections low

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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.

All twelve director nominees were elected with support ranging from 92.6% to 99.8% of votes cast. Withhold votes ranged from 0.2% (Maryam S. Brown with 223,947) to 7.4% (Maura A. Markus with 9,405,857). With 142,320,057 shares represented out of 153,794,394 outstanding (92.5% quorum), director support ranged from 76.2% to 82.1% of shares outstanding. These are routine, healthy approval levels for uncontested director elections.

Added Say-on-pay vote low

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For | Against | Abstentions | Broker Non-votes | 123,866,225 | 2,396,358 | 308,175 | 15,749,299

Executive compensation received advisory approval with 98.1% of votes cast (123,866,225 for vs 2,396,358 against). This represents 80.5% support from shares outstanding, a strong endorsement of the company's executive pay practices with minimal shareholder opposition.

Added Auditor ratification low

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For | Against | Abstentions | Broker Non-votes | 138,332,694 | 3,809,504 | 177,859 | N/A

Shareholders ratified KPMG LLP as independent auditor for 2026 with 97.3% of votes cast (138,332,694 for vs 3,809,504 against), representing 89.9% of shares outstanding. This is a routine, healthy approval level for auditor ratification.