Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the Stifel Financial Corp. (the "Company") Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 9, 2021, James M. Oates has retired as a Director of the Company effective as of the 2021 Annual Meeting of the Company on May 26, 2021. The size of the Board was reduced to 10 directors effective immediately upon Mr. Oates's retirement.

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

The Annual Meeting of the Company Shareholders was held on May 26, 2021 to (i) elect ten 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; and (iii) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021.

As of March 29, 2021, the record date for the Annual Meeting, there were 105,208,089 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 100,943,145 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 ten directors to hold office until the 2022 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:





                                         Withhold                           Broker
                           For           Authority       Abstentions       Non-votes
Adam Berlew              93,390,215         398,588                -        7,154,342
Kathleen Brown           92,963,204         825,599                -        7,154,342
Michael W. Brown         91,992,815       1,795,988                -        7,154,342
Robert E. Grady          91,640,212       2,148,591                -        7,154,342
Ronald J. Kruszewski     90,891,395       2,897,408                -        7,154,342
Daniel J. Ludeman        93,433,594         355,209                -        7,154,342
Maura A. Markus          92,712,202       1,076,601                -        7,154,342
David A. Peacock         92,687,373       1,101,430                -        7,154,342
Thomas W. Weisel         92,827,215         961,588                -        7,154,342
Michael J. Zimmerman     93,670,314         118,489                -        7,154,342

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
92,220,113   1,360,958     207,732        7,154,342

Proposal 3 - To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021:





   For        Against    Abstentions   Broker Non-votes
99,436,900   1,457,052     49,193            N/A




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