Independent
Tenure on this board
12.3 yrs
Also a director at
Coeur Mining Inc (CDE)Vitesse Energy Inc (VTS)
12 nominees · 5 ballot items.
Election of directors; advisory vote on 2025 executive compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors; approval of amendment and restatement of Certificate of Incorporation to increase Non-Voting Common Stock authorized (to facilitate SMBC’s investment and ability to convert voting shares to non-voting); and adjournment of the annual meeting if necessary to permit further solicitation of proxies for Proposal 4.
Election of the Company’s director nominees to serve one-year terms on the Board.
Non-binding, advisory (say-on-pay) vote to approve the Company’s 2025 executive compensation as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve, on an advisory basis, the Company’s 2025 executive compensation as described in the Compensation Discussion and Analysis, compensation tables and narrative. Management seeks approval to validate its pay-for-performance approach, which emphasizes a high proportion of at-risk incentive pay (cash and equity) tied to multi-year ROTE-based PSUs and RSUs with holding periods, and annual cash bonuses aligned with performance pillars (Financial Performance, Capital Allocation, Business Strength, Leadership/Culture). The Board recommends a vote FOR, citing market-competitive targets, strong equity ownership by CEO and President, independent Compensation Committee oversight, use of an independent consultant, clawback and anti-hedging policies, and shareholder engagement. The vote is advisory but will inform the Compensation Committee’s future decisions; approval signals shareholder support for current pay design, while a negative vote would likely prompt further engagement and potential program adjustments.
Ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent auditors for 2026.
Approve an amendment and restatement to increase authorized shares of Non-Voting Common Stock to 47,735,500 to enable SMBC to increase its economic ownership (up to 20% on an as-converted, fully diluted basis) and to permit conversion of Series B-1 Preferred into Non-Voting Common Stock.
This proposal seeks shareholder approval to amend and restate the Certificate of Incorporation to increase the authorized Non-Voting Common Stock from 35,000,000 to 47,735,500 shares while correspondingly reducing authorized Voting Common Stock, leaving total authorized common shares unchanged at 600,000,000. Management requests approval to facilitate SMBC Group’s plan to increase its economic ownership of Jefferies to up to 20% on an as-converted, fully-diluted basis without increasing SMBC’s voting interest beyond regulatory limits by allowing conversion of Voting Common Stock (and of Series B-1 preferred shares) into Non-Voting Common Stock. The Board recommends FOR the amendment, arguing it enables further operational expansion of the Strategic Alliance, supports SMBC’s open-market purchases and the intended conversions under the Amended and Restated Exchange Agreement, and permits automatic conversion of Series B-1 Preferred Stock (if issued) into Non-Voting Common Stock at a 1:500 ratio upon filing. A vote FOR is required by a majority of shares entitled to vote; abstentions and broker non-votes will count as AGAINST. If shareholders do not approve, conversion of Series B-1 (if issued) into Non-Voting Common Stock will not occur and the parties will need to pursue approval at future meetings.
If Proposal 4 does not receive sufficient votes, management asks for authorization to adjourn the meeting to continue soliciting proxies to obtain approval for Proposal 4.
This management proposal asks shareholders to authorize the proxies solicited by the Board to vote to adjourn, postpone or continue the Annual Meeting if Proposal 4 (the Certificate amendment) lacks sufficient votes at the scheduled meeting. The adjournment would allow additional time to solicit and convert votes in favor of Proposal 4, including outreach to shareholders who previously voted against it. This is a contingency procedural measure intended to secure the votes necessary for the strategic transaction-related amendment; the Board recommends FOR. The proposal is routine in practice but contextually important because Proposal 4 is central to enabling SMBC to increase its economic ownership via converting voting to non-voting shares. The threshold for approval is a majority of votes cast; broker non-votes do not affect the outcome and abstentions are not votes cast.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.78% | 9,764,674 | $403M |
| 2 | SUMITOMO MITSUI FINANCIAL GROUP, INC. | 4.52% | 9,247,081 | $382M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.83% | 7,824,536 | $323M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.28% | 6,714,897 | $277M |
| 5 | BlackRock, Inc. | 2.56% | 5,242,803 | $216M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 2.56% | 5,242,233 | $214M |
| 7 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.40% | 4,911,525 | $203M |
| 8 | STATE STREET CORP | 2.39% | 4,892,744 | $202M |
| 9 | MASSACHUSETTS MUTUAL LIFE INSURANCE CO | 2.28% | 4,654,362 | $192M |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.85% | 3,791,527 | $235M |
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