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): August 3, 2010
 

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
 
 



  
    
      
 
    
      
N/A
    
      
 
  
    
      
 
    
      
(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 5.02  Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) 
Election of Directors

In
connection with the recent acquisition of Thomas Weisel Partners Group, Inc. ("TWPG"),
on August 3, 2010 the Board of Directors (the "Board") of Stifel Financial Corp.
(the "Company"), voted, in accordance with the Company's Amended and Restated
By-Laws, to expand the size of the Board of Directors by four (from 15 to 19
members) and elected Thomas W. Weisel, Michael W. Brown, Robert E. Grady, and
Alton F. Irby III (the "New Directors") to fill the new vacancies.  Messrs.
Weisel, Brown, Grady and Irby were each members of the TWPG Board of Directors
immediately prior to the Company's acquisition of TWPG.  In addition, the Board
appointed Mr. Weisel to serve as Co-Chairman of the Board along with Ronald J.
Kruszewski, the Company's Chief Executive Officer and President who had
previously also been the sole Chairman of the Board.  The New Directors did not
receive any committee assignments at the time that they were elected to the
Board, and were each elected to a term ending at the Company's 2011 annual
shareholders meeting. 
Each New
Director will participate in the Company's compensatory arrangement for
non-employee directors, as described in the Company's proxy statement for the
2010 annual meeting of shareholders filed with the SEC on February 26, 2010. Mr. Weisel,
as an employee director, will not receive any additional compensation for his
services as director.
A copy of
the press release announcing these actions is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
(e)  
Compensatory Arrangements of Certain Officers
On August 3,
2010, the Board approved the First Amendment to Stifel, Nicolaus & Company,
Incorporated Wealth Accumulation Plan 2010 Restatement,
referred to herein as the "2010 Amended Restatement," whereby modifying certain
provisions of the Stifel, Nicolaus & Company, Incorporated Wealth Accumulation
Plan 2010 Restatement. The 2010 Amended Restatement substitutes the
service requirement as the vesting condition for awards outstanding to current
employees of the Company, including each of the executive officers, on August 9,
2010 with a non-compete, non-solicit agreement, and adds a discretionary early
retirement feature for awards made after August 9, 2010. This eliminates any
continued employment service requirements for vesting, if and so long as (but
only for so long as) the holder of such award refrains from
engaging in a competitive activity or a soliciting activity prior to the
relevant vesting date or dates of such awards. If an employee does engage in a
competitive activity or a soliciting activity prior to the relevant vesting date
or dates of such awards, any unvested portion of such award will be immediately
cancelled.
A copy of
the First Amendment to Stifel, Nicolaus & Company, Incorporated Wealth
Accumulation Plan 2010 Restatement is attached hereto as Exhibit 10.1 and is
incorporated by reference herein. 

Item 8.01  Other Events.
On August 3, 2010,
the Board authorized the repurchase of an additional 2,000,000
shares of the Company's common stock under its existing share repurchase
program. 


 

Item 9.01   Financial Statements and Exhibits.
 



  
    
      

		(d) 
    
      

		Exhibits.
 



  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      

		10.1
    
      

		First Amendment to Stifel, Nicolaus & Company, Incorporated Wealth
		Accumulation Plan 2010 Restated.
  
    
      99.1
    
      Press release dated August 9, 2010.
 




 
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:
		August 9, 2010
    
      

		By:
    
      

		/s/ Ronald J. Kruszewski
  
    
      
 
    
      
 
    
      

		Ronald J. Kruszewski
  
    
      
 
    
      
 
    
      

		President and Chief Executive
  Officer
 
 




 
EXHIBIT INDEX
 



  
    
      

		Exhibit No.
    
      

		Description of Exhibit
  
    
      

		10.1
    
      

		First Amendment to Stifel, Nicolaus & Company, Incorporated Wealth
		Accumulation Plan 2010 Restated.
  
    
      99.1
    
      Press release dated August 9, 2010.