8-K

Date: March 31, 2023

JEFFERIES FINANCIAL GROUP INC.

/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, 2023

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
4.850% Senior Notes Due 2027	JEF 27A	New York Stock Exchange
2.750% Senior Notes Due 2032	JEF 32A	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 5.07.

Submission of Matters to a Vote of Security Holders

Jefferies Financial Group Inc. (“we” or “our”) held our Annual Meeting of Shareholders on March 29, 2023.

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		178,709,398		8,343,084		223,879		18,594,805
Barry J. Alperin		165,956,711		21,044,861		274,789		18,594,805
Robert D. Beyer		159,927,259		27,136,247		212,855		18,594,805
Matrice Ellis Kirk		181,842,218		5,203,826		230,317		18,594,805
Brian P. Friedman		184,893,134		2,154,050		229,177		18,594,805
MaryAnne Gilmartin		172,668,516		14,333,843		274,002		18,594,805
Richard B. Handler		185,336,637		1,724,413		215,311		18,594,805
Thomas W. Jones		180,766,232		6,318,332		191,797		18,594,805
Jacob M. Katz		184,742,915		2,333,880		199,566		18,594,805
Michael T. O’Kane		167,824,257		19,255,881		196,223		18,594,805
Joseph S. Steinberg		180,970,193		6,148,562		157,606		18,594,805
Melissa V. Weiler		175,202,462		11,846,577		227,322		18,594,805

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


	Number of Shares
For		108,253,672
Against		76,690,412
Abstain		2,332,277
Broker Non-Votes		18,594,805

Our shareholders approved, on a non-binding advisory basis, a frequency of one year to hold an approval vote on our executive-compensation program. Voting results were as follows:


	Number of Shares
For Every 1 Year		176,572,164
For Every 2 Years		305,835
For Every 3 Years		10,041,775
Abstain		356,587
Broker Non-Votes		18,594,805

Management intends to continue to hold the advisory vote to approve our executive-compensation program every year.

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2023. Voting results were as follows:


	Number of Shares
For		205,180,175
Against		518,558
Abstain		172,433