StoneX : Official notification to shareholders of matters to be brought to a vote ("Proxy")

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)

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StoneX Group Inc.

(Name of Registrant as Specified in Its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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STONEX GROUP INC.

155 East 44th Street

Suite 900

New York, New York 10017

January 15, 2021

Dear Shareholders:

You are cordially invited to the annual meeting of shareholders of StoneX Group Inc. to be held on Thursday, February 25, 2021 at 10:00 a.m. (Eastern Standard Time). This will be our first time hosting a completely virtual meeting of shareholders, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/270285856 at the meeting date and time. The password for the meeting is SNEX2021. There is no physical location for the Annual Meeting.

At the meeting, shareholders will be asked to vote on the election of nine Directors; the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the Company's 2021 fiscal year; an advisory vote on executive compensation; the approval of an amendment to the 2013 Stock Option Plan, and to transact such other business as may properly come before the meeting.

Again this year we are using the "Notice and Access" method of providing proxy materials to you via the Internet. This process provides you with a convenient and quick way to access your proxy materials and vote your shares, while also conserving resources and reducing the costs of printing and mailing the proxy materials. On or about January 15, 2021, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2020 Annual Report online and how to vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 2020 Annual Report.

The Notice of Annual Meeting of Shareholders and the Proxy Statement that accompany this letter provide detailed information concerning the matters to be considered at the meeting.

Your vote is important. I urge you to vote as soon as possible, whether or not you plan to attend the annual meeting. Thank you for your continued support of StoneX Group Inc.

Sincerely,

John Radziwill

Chairman

Notice of Annual Meeting of Shareholders

Thursday, February 25, 2021

10:00 a.m. Eastern Standard Time

TO THE SHAREHOLDERS OF STONEX GROUP INC.

The annual meeting of the shareholders of StoneX Group Inc., a Delaware corporation (the "Company" or "StoneX Group"), will be held on Thursday, February 25, 2021, at 10:00 a.m. Eastern Standard Time, for the following purposes:

1. To elect nine Directors;
2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2021 fiscal year;
3. To consider an advisory vote on executive compensation;
4. To approve an amendment to the 2013 Stock Option Plan to increase the total number of shares authorized for issuance under the Plan from 2,000,000 shares to 3,000,000 shares; and
5. To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on January 7, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting.

Pursuant to the rules of the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, beginning on or about January 15, 2021, a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners as of the record date. As of the date of mailing of the Notice of Internet Availability of Proxy Materials, all shareholders and beneficial owners will have the ability to access all of the Proxy Materials on a website referenced in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials also contains a toll-free telephone number, an e-mail address, and a website where shareholders can request a paper or e-mail copy of the Proxy Statement, our 2020 Annual Report, and a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice also contains information on how to access and vote the form of proxy.

Even if you plan to attend the annual meeting, we request that you vote by one of the methods described in the proxy notification and thus ensure that your shares will be represented at the annual meeting if you are unable to participate virtually on the Internet.

If you fail to vote, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the annual meeting. If you participate in the annual meeting virtually and wish to vote at that time, you may withdraw a previously submitted proxy and vote at that time.

January 15, 2021

New York, New York

By order of the Board of Directors,

SEAN M. O'CONNOR

Chief Executive Officer and President

TABLE OF CONTENTS

PROXY STATEMENT	5
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	5
PROPOSAL 1 - ELECTION OF DIRECTORS	8
THE BOARD OF DIRECTORS AND ITS COMMITTEES	11
BOARD MEMBER INDEPENDENCE	15
EXECUTIVE COMPENSATION-COMPENSATION DISCUSSION AND ANALYSIS	15
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION	27
DIRECTOR COMPENSATION	28
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30
AUDIT COMMITTEE REPORT	30
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	33
PROPOSAL 4 - APPROVAL OF AN AMENDMENT TO INCREASE THE NUMBER OF SHARES AUTHORIZED TO BE ISSUED UNDER THE COMPANY'S	34
2013 STOCK OPTION PLAN
PROPOSAL 5 - OTHER MATTERS	36
MANAGEMENT	37
CODE OF ETHICS	38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	39
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	41
GENERAL INFORMATION	41
EXHIBIT A STONEX GROUP INC. 2013 STOCK OPTION PLAN (as Amended)	42
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