Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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: May 23, 2018

 

 

JEFFERIES FINANCIAL GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

New York		1-5721		13-2615557
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

520 Madison Avenue, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-460-1900

(Former name or former address, if changed since last report)

Leucadia National Corporation

 

 

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))

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.   ☐

 

 

 

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Item 5.03.

Amendment to Articles of Incorporation or Bylaws

On May 23, 2018, our shareholders voted to approve an amendment to our Certificate of Incorporation changing our corporate name from Leucadia National Corporation to Jefferies Financial Group Inc. Our By-Laws will also reflect our new name. Our name change to Jefferies Financial Group was effective May 23, 2018.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of Shareholders on May 23, 2018.

Our shareholders approved our amendment to our Certificate of Incorporation changing our corporate name from Leucadia National Corporation to Jefferies Financial Group Inc.

The vote on our name change to Jefferies Financial Group Inc. was approved by our shareholders based on total shares outstanding on the record date. Voting results were as follows:

 

		Number of Shares
For			322,018,822
Against			1,617,250
Abstain			893,576
Broker Non-Votes			0

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			286,759,922				3,871,115				773,263				33,125,348
Robert D. Beyer			280,216,333				10,777,316				410,651				33,125,348
Francisco L. Borges			286,732,300				4,263,357				408,643				33,125,348
W. Patrick Campbell			288,624,711				2,433,782				345,807				33,125,348
Brian P. Friedman			284,205,039				6,870,508				328,753				33,125,348
Richard B. Handler			287,615,939				3,412,251				376,110				33,125,348
Robert E. Joyal			278,717,220				11,777,270				909,810				33,125,348
Jeffrey C. Keil			281,182,699				9,453,025				768,576				33,125,348
Michael T. O’Kane			280,454,330				10,161,723				788,247				33,125,348
Stuart H. Reese			288,813,676				1,828,718				761,906				33,125,348
Joseph S. Steinberg			273,936,593				16,811,090				656,617				33,125,348

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The advisory vote on executive compensation was approved by our shareholders. Voting results were as follows:

 

		Number of Shares
For			144,298,260
Against			137,484,233
Abstain			9,621,807
Broker Non-Votes			33,125,348

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the year ended December 31, 2018. Voting results were as follows:

 

		Number of Shares
For			323,480,053
Against			661,284
Abstain			388,311

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				JEFFERIES FINANCIAL GROUP INC.
Date: May 24, 2018				/s/ Roland T. Kelly
				Roland T. Kelly
				Assistant Secretary and
				Associate General Counsel