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KBW > SEC Filings for KBW > Form 8-K on 12-Feb-2013All Recent SEC Filings

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Form 8-K for KBW, INC.


12-Feb-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


ITEM 5.07 Submission of Matters to a Vote of Security Holders

At a Special Meeting of Stockholders on February 12, 2012 ("Special Meeting"), KBW, Inc. ("KBW") stockholders voted to adopt the Agreement and Plan of Merger, dated as of November 5, 2012, among Stifel Financial Corp., SFKBW One, Inc. ("Merger Sub"), SFKBW Two, LLC, and KBW (the "Merger Agreement"), and thereby to approve the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into KBW (the "Merger"). Stockholders cast votes as follows:

For Against Abstain Broker Non-Votes 27,351,472 266,139 18,479 0

The votes in favor of the adoption of the Merger Agreement, and thereby approving the transactions contemplated by the Merger Agreement, including the Merger, represent 79% of the shares of common stock of KBW issued and outstanding as of the record date for the special meeting and entitled to vote thereon.

At the Special Meeting, stockholders also approved, by a non-binding, advisory vote, certain compensation arrangements for KBW's named executive officers in connection with the Merger (the "Advisory Vote"). Stockholders cast votes on the Advisory Vote as follows:

For Against Abstain Broker Non-Votes 20,482,838 6,805,790 347,462 0

The votes in favor of the approval of the Advisory Vote represent 74% of the shares of common stock of KBW present in person or represented by proxy at the special meeting.

At the Special Meeting, stockholders also approved a proposal to adjourn the Special Meeting, if necessary, for any purpose, including to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement and thereby to approve the transactions contemplated by the Merger Agreement, including the Merger, at the time of the Special Meeting (the "Adjournment Proposal"). Stockholders cast votes on the Adjournment Proposal as follows:

For Against Abstain Broker Non-Votes 25,910,101 1,696,925 29,064 0

The votes in favor of the approval of the Adjournment Proposal represent 94% of the shares of common stock of KBW present in person or represented by proxy at the special meeting.

Because KBW stockholders had approved the Merger Agreement and the Merger, as noted above, the Special Meeting was not adjourned based on this proposal.

The Press Release announcing the approval of the Merger Agreement, dated February 12, 2013, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.




ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Number                       Description
99.1      Press Release of KBW, Inc. dated February 12, 2013


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