Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) As noted below under Item 5.07, on March 25, 2021, at our Annual Meeting of Shareholders our shareholders approved the, Jefferies Financial Group Inc. Equity Compensation Plan (the "Plan") to replace our 2003 Incentive Compensation Plan and our 1999 Directors' Stock Compensation Plan. The material terms of the Plan are summarized on pages 55 through 60 of our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 12, 2021 (the "Proxy Statement"), which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, which are set forth in Appendix A to the Proxy Statement.

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

We held our Annual Meeting of Shareholders on March 25, 2021.



Our incumbent directors 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        188,299,193        3,581,097       167,860             21,711,679
Barry J. Alperin        180,572,391       11,303,531       172,228             21,711,679
Robert D. Beyer         179,148,061       12,726,590       173,499             21,711,679
Francisco L. Borges     185,713,139        6,094,940       240,071             21,711,679
Brian P. Friedman       186,056,032        5,835,986       156,132             21,711,679
MaryAnne Gilmartin      188,288,273        3,588,874       171,003             21,711,679
Richard B. Handler      189,690,404        2,039,230       318,516             21,711,679
Jacob M. Katz           190,568,922        1,307,727       171,501             21,711,679
Michael T. O'Kane       180,719,007       11,165,553       163,590             21,711,679
Joseph S. Steinberg     185,819,536        6,076,170       152,444             21,711,679

Our shareholders approved our advisory vote on executive compensation. Voting results were as follows:





                    Number of Shares
For                       105,873,904
Against                    85,728,725
Abstain                       445,521
Broker Non-Votes           21,711,679


Our shareholders approved our equity compensation plan. Voting results were as
follows:



                    Number of Shares
For                       183,076,481
Against                     8,542,569
Abstain                       429,100
Broker Non-Votes           21,711,679

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2021. Voting results were as follows:





           Number of Shares
For              213,294,688
Against              227,731
Abstain              237,410

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