---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-210930"
form_type: "8-K"
ticker: "SF"
cik: "0000720672"
company_name: "STIFEL FINANCIAL CORP"
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T15:52:51.801722+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Stifel adopts officer exculpation charter amendment and revised bylaws with proxy and forum clauses

## Summary
- Charter amendment filed August 10, 2023 extends fiduciary duty exculpation to officers, effective from stockholder approval on June 7, 2023.
- Second Restated Certificate of Incorporation filed August 11, 2023 integrates amendment and makes nonsubstantive changes to director exculpation.
- Second Amended and Restated By-Laws effective August 8, 2023 add universal proxy compliance, proxy card color rule, and Delaware/federal forum selection.
- Bylaws also revise stockholder list availability and meeting postponement/adjournment procedures per recent DGCL changes.
- Changes are governance updates; no immediate financial impact disclosed.

## SEC filing metadata
- accession: 0001193125-23-210930
- form_type: 8-K
- ticker: SF
- cik: 0000720672
- company_name: STIFEL FINANCIAL CORP
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/720672/000119312523210930/0001193125-23-210930-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/720672/000119312523210930/d454101d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-210930
- JSON: https://secwatch.observer/filing/0001193125-23-210930.json
- Plain text: https://secwatch.observer/filing/0001193125-23-210930.txt

## Key facts
- Governance Changes
  STIFEL FINANCIAL CORP: Filed Second Restated Certificate of Incorporation restating and integrating the Charter Amendment (effective 2023-08-11).
  - Change: charter amendment
  - Effective: 2023-08-11
  source text: On August 11, 2023, the Company filed a Second Restated Certificate of Incorporation (as so amended and restated, the “ Second Restated Certificate of Incorporation ”), restating, integrating and superseding the Restated Certificate of Incorporation, as previously amended, including the Charter Amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/720672/000119312523210930/0001193125-23-210930-index.htm
- Governance Changes
  STIFEL FINANCIAL CORP: Amended and restated By-Laws to modify stockholder list, meeting postponement, proxy solicitation, proxy card color, forum selection clauses, and other ministerial changes (effective 2023-08-08).
  - Change: bylaw amendment
  - Effective: 2023-08-08
  source text: effective August 8, 2023, the Board amended and restated the Company’s Amended and Restated By-Laws in the form attached as Exhibit 3.2 hereto (as so amended and restated, the “ Second Amended and Restated By-Laws ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/720672/000119312523210930/0001193125-23-210930-index.htm
- Governance Changes
  STIFEL FINANCIAL CORP: Filed amendment to Restated Certificate of Incorporation to provide officer exculpation from liability for breach of fiduciary duty of care and make nonsubstantive changes to director exculpatory provisions (effective 2023-08-10).
  - Change: charter amendment
  - Effective: 2023-08-10
  source text: On August 10, 2023, Stifel Financial Corp. (the " Company ") filed an amendment to its Restated Certificate of Incorporation, as amended (the " Restated Certificate of Incorporation "), to (i) provide exculpation from liability for certain officers of the Company from certain claims of breach of the fiduciary duty of care, similar to protections currently available to directors of the Company and (ii) make certain nonsubstantive changes to the phrasing of the existing exculpatory provisions for directors, in conformance with contemporary norms for peer corporations incorporated in the State of Delaware (the " Charter Amendment ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/720672/000119312523210930/0001193125-23-210930-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.