UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
January 4, 2022
Jefferies Financial Group Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-05721 | 13-2615557 | ||
|
(State of other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(IRS. Employer
Identification No.) |
| 520 Madison Ave., New York, New York | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-460-1900
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):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of each class |
Trading
|
Name of each exchange
on which registered |
||
| Common Stock, Par Value $1.00 Per Share | JEF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Mr. Borges has informed the Board of Directors (the “Board”) of Jefferies Financial Group Inc. (the “Company”) of his decision not to stand for re-election on the Jefferies Board and will cease his service effective March 28, 2022.
(d) On January 10, 2022, the Board of the Company elected Thomas W. Jones to the Board effective March 28, 2022. The Board has determined Mr. Jones is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules. As of the date of this report, the Board has not yet appointed Mr. Jones to any Board committees. Mr. Jones will receive compensation consistent with that received by the Company’s other non-employee directors.
Mr. Jones is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Jones and any other person pursuant to which Mr. Jones was elected to the Board.
| Item 7.01 |
Regulation FD Disclosure |
On January 10, 2022, the Company issued a press release announcing the changes to the Board effective March 28, 2022, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information provided in this Item 7.01, including exhibits hereto, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits |
| (d) |
|
Exhibit Number |
Description | |
| 99.1 | Press release, dated January 10, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Date: January 10, 2022 | JEFFERIES FINANCIAL GROUP INC. | |||||
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/s/ Michael J. Sharp |
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| Michael J. Sharp | ||||||
| Executive Vice President and General Counsel | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
January 10, 2022
Jefferies Financial Group Announces
Changes to its Board of Directors
NEW YORK—(BUSINESS WIRE)--Jefferies Financial Group Inc. (NYSE: JEF) (“Jefferies”) today announced the appointment of Thomas W. Jones to its Board of Directors effective March 28, 2022.
Mr. Jones is the Founder and Senior Partner of venture capital investment firm TWJ Capital LLC since 2005. Mr. Jones previously was Chief Executive Officer of Global Investment Management at Citigroup from 1997 to 2005. Prior to Citigroup, Mr. Jones was Vice Chairman, President and Chief Operating Officer at TIAA-CREF from 1993 to 1997, and Executive Vice President and Chief Financial Officer at TIAA-CREF from 1989 to 1993. From 1982 to 1989, Mr. Jones was Senior Vice President and Treasurer, and held other senior positions, at John Hancock Life Insurance Company. Mr. Jones began his career in management consulting at Arthur Young & Company (predecessor firm to Ernst & Young) in 1973.
Mr. Jones is a member of the corporate board of directors of Assured Guaranty Ltd. He has served previously on the corporate boards of Altria Group, Freddie Mac, Travelers Group, TIAA-CREF, Fox Entertainment Group, Pepsi Bottling Group, Thomas & Betts Corp, Eastern Enterprises, and Federal Reserve Bank of New York (former vice chairman). He has also served on the nonprofit boards of trustees of Cornell University, Cornell University Medical College, Massachusetts General Hospital, Children’s Hospital Medical Center (Boston), PBS Channel Thirteen (New York), Brookings Institution, and Boston Ballet Company. Mr. Jones received his Bachelor of Arts and Masters of Science degrees from Cornell University, and a Masters of Business Administration degree from Boston University. He has also been awarded honorary doctoral degrees by Howard University, Pepperdine University, and College of New Rochelle. Mr. Jones is trustee emeritus of Cornell University, recipient of the Frank H.T. Rhodes Exemplary Alumni Service Award from Cornell University, and has been elected Presidential Councillor by Cornell University, the university’s highest distinction. Mr. Jones is author of From Willard Straight to Wall Street: A Memoir (Cornell University Press, 2019), winner of the 2020 Axiom Business Book Award Bronze Prize in the memoir/biography category. Mr. Jones is a Certified Public Accountant (CPA), and has been designated Board Governance Fellow by the National Association of Corporate Directors (NACD).
Jefferies’ CEO, Rich Handler, and President, Brian Friedman, stated: “We are very pleased to welcome Tom as our newest independent Director. Tom’s proven track record as a business leader and forward thinker closely aligns with Jefferies’ strategies. And his significant and successful experience in the financial services industry further complements and enhances our existing Directors’ broad skill sets. We are thrilled to have a leader with such a strong moral character and a proven lifetime commitment to positive change join our Jefferies Board of Directors.”
Mr. Jones stated: “I am excited to join the Jefferies Board. I have studied Jefferies and am impressed not only with its growth story over the past twenty years but also with the way it has performed recently as the Board’s and management’s shared strategy have resulted in back-to-back record years. I was honored to be asked to join the Board and eagerly accepted the opportunity. I’m very much looking forward to working with my fellow Board members and Rich and Brian.”
Jefferies also announced that, after almost nine years as a member of the Jefferies Board of Directors, including the last two as its Lead Director and the Chairperson of Jefferies’ Nominating and Corporate Governance Committee, as well as being a member of the Audit and ESG/DEI Committees, Frank Borges has announced that he will not be standing for re-election to the Board. In mid-2021, Ares Management Corporation (“Ares”) acquired Landmark Partners, of which Mr. Borges was the Managing Partner, and Mr. Borges has decided that, given his responsibilities as Co-Head of Secondaries at Ares, it is prudent to step down as a Director, effective March 28, 2022.
Messrs. Handler and Friedman stated: “Words cannot properly convey how grateful we are for all that Frank has done for Jefferies in his time as a Director or how sad we are that he will be moving off the Board. We will miss Frank’s leadership, wisdom, wit, and partnership. We wish Frank the best for the future and look forward to our continued relationship with him in his new role.”
Mr. Borges stated: “I have gained much during my time on the Jefferies Board. Working with my esteemed fellow directors and with Rich, Brian and the rest of the Jefferies team has been both an honor and a pleasure. While I am sorry that my other obligations are leading me in a different direction, I could not be more pleased with where Jefferies is as I depart in terms of its performance and in terms of the impressive strides Jefferies has made on governance and on diversity and inclusion. I am very optimistic about Jefferies’ future and look forward to great things for the company.”
In addition, Jefferies announced that, effective March 28, 2022, Linda Adamany will become the Lead Independent Director of the Board. Ms. Adamany has served on the Board since 2014 and is currently the Chairperson of the Board’s Risk and Liquidity Oversight Committee and a member of the Audit, Nominating and Corporate Governance, and ESG/DEI Committees.
Messrs. Handler and Friedman stated: “As it has consistently done in all its decisions, the Board has made exactly the right choice in naming Linda to succeed Frank as the Board’s Lead Director. Linda knows and cares about Jefferies and has the perfect combination of experience, insight and leadership skills to take on her new responsibility. We very much look forward to working with her as Lead Director.”
Ms. Adamany stated: “I am honored and humbled to be asked to succeed Frank, who has done a spectacular job as Jefferies’ Lead Director. I am eager to take on that role and to work with Rich and Brian and my fellow Board members as we move into 2022.”
About Jefferies
Jefferies Financial Group Inc. is a diversified financial services company engaged in investment banking and capital markets, asset management and direct investing. Jefferies Group LLC, our wholly owned subsidiary, is the largest independent, global, full-service investment banking firm headquartered in the U.S. Focused on serving clients for nearly 60 years, Jefferies is a leader in providing insight, expertise and execution to investors, companies and governments. Our firm provides a full range of investment banking, advisory, sales and trading, research and wealth management services across all products in the Americas, Europe and Asia. Jefferies’ Leucadia Asset Management division is a growing alternative asset management platform.
For further information, please contact:
Laura Ulbrandt DiPierro
Jefferies Financial Group Inc.
Tel. (212) 460-1977
Jonathan Freedman
Jefferies Group LLC
Tel. (212) 284-2556