Jefferies Financial Group (JEF) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on March 26, 2026, with voting on directors, executive compensation, auditor ratification, an amendment to the Certificate of Incorporation, and adjournment if needed.

• Fiscal 2025 saw strong performance, with $7.3 billion in net revenues, $0.9 billion pre-tax income, and a 4.4% YoY revenue increase.

• 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 included record Equities revenues, top rankings in U.S. electronic trading and global convertibles, and significant asset management growth.

• The Board recommends shareholders vote in favor of all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on director elections, 2025 executive compensation (advisory), ratification of Deloitte & Touche LLP as auditors, amendment and restatement of the Certificate of Incorporation, and adjournment if needed.

• The Board recommends a vote FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

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

• Four directors added in the last five years; average tenure is ~8 years.

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

• SMBC Group has the right to nominate a director upon exceeding 10% ownership; Yoshihiro Hyakutome is nominated for 2026.