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):
June 21, 2011

 

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

 



  
    
      
Delaware
(State of
      incorporation)
      
    
      
001-09305
(Commission File
      Number)
      
    
      
43-1273600
(IRS
      Employer
Identification No.)
      
 
One
Financial Plaza
501 North Broadway
St. Louis, Missouri 63102-2102
(Address of principal executive offices, including zip code)

 
(Registrant's
telephone number, including area code) (314) 342-2000
 





  
    
      
    
      
Not
		Applicable
    
      
  
    
      
    
      
(Former name or former address, if changed since last
      report)
    
      
 
 
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):



o   Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)


o   Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)


o   Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o   Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 





 

Item 8.01  Other Events.


On June 21, 2011, the Board of Directors of Stifel Financial Corp. (the "Company")
approved an amendment to the Stifel Financial Corp. 2001 Incentive Stock Plan
(2011 Restatement)  (the "2011 Restatement"), which was pending stockholder
approval (Proposal II) in connection with the adjournment of the Company's
annual meeting on June 1, 2011 until June 27, 2011.  The amendment to the
proposed 2011 Restatement reduces the number of evergreen shares that will
become available under the 2011 Restatement from 7,875,000 shares to 4,500,000
shares.  

On June 20,
2011, the Company filed additional proxy materials with the Securities and
Exchange Commission, which consisted of a letter from Ronald J. Kruszewski, the
Company's President and Chief Executive Officer, addressing his understanding of
the analysis raised by proxy advisory firms in connection with their
recommendation to vote against Proposal II.  

A copy of
the 2011 Restatement, as amended, is attached as exhibit 10.1 hereto and
is incorporated herein by reference.



Item 9.01   Financial Statements and
Exhibits.
 



  
    
      

		(d) 
    
      
Exhibits.
 



  
    
      
Exhibit Number
    
      
Description of Exhibit
  
    
      
 
    
      
 
  
    
      

		10.1
    
      

		Stifel Financial Corp. 2001 Incentive Stock Plan (2011
		Restatement), as amended.
 
 2




SIGNATURE
 
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.
 
 



  
    
      
 
    
      
STIFEL FINANCIAL CORP.
  
    
      
 
    
      
 
    
      
 
  
    
      
 
    
      
 
    
      
 
  
    
      
Date: June 22, 2011
    
      
By:
    
      /s/ Ronald J. Kruszewski
  
    
      
 
    
      
 
    
      

		Ronald J. Kruszewski
  
    
      
 
    
      
 
    
      

		President and Chief Executive
  Officer
 
 
 

3




EXHIBIT INDEX
 





  
    
      
Exhibit Number
    
      
Description of Exhibit
  
    
      
    
      
  
    
       
    
       
  
    
      

		10.1
    
      

		Stifel Financial Corp. 2001 Incentive Stock Plan (2011
		Restatement), as amended.


 
 
 

4