UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2024
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(Exact name of registrant as specified in its charter)
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| (State of Incorporation) | (Commission File Number) | (IRS Employer ID No.) | ||||||||||||
(Address of principal executive offices, including Zip Code)
(Registrant’s telephone number, including area code)
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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:
| 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 Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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. o
Item 5.02. Departure of Director.
Scott J. Branch retired from the Company's Board of Directors with effect from February 27, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Shareholders of StoneX Group Inc. was held on February 27, 2024. The final voting results for each matter submitted to a vote of the Shareholders are as follows:
Item 1. With respect to the election of eight directors to hold office for a term expiring at the 2025 annual meeting or until their respective earlier death, resignation or removal, votes were validly cast as follows for the following persons as directors of the Company:
| Nominees | Number of Votes For | Number of Votes Withheld | Broker Non-Votes | ||||||||
| Annabelle G. Bexiga | 25,225,878 | 374,104 | 2,624,045 | ||||||||
| Diane L. Cooper | 25,221,327 | 378,655 | 2,624,045 | ||||||||
| John M. Fowler | 24,681,682 | 918,300 | 2,624,045 | ||||||||
| Steven Kass | 24,940,405 | 659,577 | 2,624,045 | ||||||||
| Sean M. O'Connor | 25,082,678 | 517,304 | 2,624,045 | ||||||||
| Eric Parthemore | 22,136,589 | 3,463,393 | 2,624,045 | ||||||||
| John Radziwill | 24,818,015 | 781,967 | 2,624,045 | ||||||||
| Dhamu R. Thamodaran | 25,225,859 | 374,123 | 2,624,045 | ||||||||
Item 2. KPMG LLP was ratified as the Company's independent registered public accounting firm for the 2024 fiscal year with the following vote:
| FOR | 27,063,543 | |||||||
| AGAINST | 1,107,676 | |||||||
| ABSTAIN | 52,808 | |||||||
| BROKER NON-VOTES | — | |||||||
Item 3. A Company proposal, required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, requesting that shareholders approve a non-binding resolution to approve the compensation awarded by the Company to the Company's Named Executive Officers ("say-on-pay") as described in the Compensation Discussion & Analysis, tabular disclosures, and other narrative executive compensation disclosures in the January 18, 2024 Proxy Statement as required by the rules of the Securities and Exchange Commission, passed with the following vote:
| FOR | 25,159,394 | |||||||
| AGAINST | 431,019 | |||||||
| ABSTAIN | 9,569 | |||||||
| BROKER NON-VOTES | 2,624,045 | |||||||
Item 7.01. Regulation FD Disclosure.
During the regular meeting of the Board of Directors held February 27, 2024, following the Annual Meeting of the Shareholders of StoneX Group Inc., John Radziwill was elected as Chairman of the Board of Directors.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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.
| StoneX Group Inc. | |||||||||||
| (Registrant) | |||||||||||
| February 29, 2024 | /s/ David A. Bolte | ||||||||||
| (Date) | David A. Bolte | ||||||||||
| Corporate Secretary | |||||||||||