Jefferies Financial Group (JEF) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held virtually, with voting on director elections, executive compensation, auditor ratification, an amendment to the Certificate of Incorporation, and a potential adjournment proposal if more time is needed for proxy solicitation.

• Fiscal 2025 saw strong performance, with $7.3 billion in net revenues, $0.9 billion in pre-tax income, and a 10.1% ROTE, driven by a robust second half.

• The strategic alliance with SMBC Group expanded, including a joint venture in Japan, SMBC's intent to increase ownership to 20%, and $2.5 billion in new credit facilities.

• Notable business achievements include top rankings in investment banking, equities, and fixed income, as well as significant asset management growth and a 50% increase in third-party managed capital.

Voting matters and shareholder proposals

• Shareholders will vote on the election of directors, an advisory say-on-pay vote for 2025 executive compensation, ratification of Deloitte & Touche LLP as independent auditors, amendment and restatement of the Certificate of Incorporation to increase authorized non-voting common stock, and adjournment if needed for further proxy solicitation.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of 12 nominees with diverse backgrounds and skills, including executive leadership, financial expertise, risk oversight, and global business experience.

• SMBC Group's Yoshihiro Hyakutome is nominated to replace Toru Nakashima as part of the strategic alliance.

• Corporate governance practices include an independent lead director, majority voting, board refreshment, clawback policy, prohibition on hedging, proxy access, and robust stock ownership guidelines.

• All non-employee director nominees, except the SMBC Group nominee, are considered independent.

• The board and committees conducted annual self-evaluations and individual director assessments.