Jefferies shareholders approve charter amendment authorizing non-voting common stock for SMBC alliance

Jefferies Financial Group Inc.

98.1% of votes cast in favor: 178,924,890 for, 3,125,690 against, 379,386 abstained.
Amendment authorizes new class of non-voting common stock, $1.00 par value.
Enables SMBC Group to raise economic ownership in Jefferies to up to 15% on an as-converted fully diluted basis.
SMBC will acquire voting common stock via open-market purchases and exchange for Series B non-voting convertible preferred shares.
Series B shares mandatorily convertible into non-voting common shares three years after initial exchange.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Jefferies Financial Group Inc. shareholders approved Approval of amendment and restatement of the Restated Certificate of Incorporation to authorize a new class of non-voting common stock at the 2023-06-28 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-06-28

Exact text from the filing

approved the amendment and restatement of the Restated Certificate of Incorporation of the Company (the “ Amended and Restated Certificate of Incorporation ”) to authorize a new class of non-voting common stock, $1.00 par value per share (the “ Non-Voting Common Stock ”), and make certain other changes to the Restated Certificate of Incorporation of the Company, as disclosed in the definitive proxy statement filed with the Securities and Exchange Commission on May 25, 2023. Voting results were as follows: Number of Shares For 178 , 924,890 Against 3 , 125 , 690 Abstain 379 , 386

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Source: SEC EDGAR

accession 0000950157-23-000715

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