SUPPLEMENT TO THE PROXY STATEMENT DATED APRIL 28, 2023
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 2023
The
following information supplements and amends the proxy statement (the Proxy Statement) of Stifel Finacial Corp. (the Company) filed with the U.S. Securities and Exchange Commission on April 28, 2023 and furnished to
shareholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for the 2023 Annual Meeting of Shareholders of the Company to be held on June 7, 2023 and any adjournment or postponement
thereof. Capitalized terms used in this supplement to the Proxy Statement (this Supplement) and not otherwise defined herein have the meaning given to them in the Proxy Statement.
The Company is filing this Supplement solely to clarify the treatment of broker non-votes with respect to Item 4. The
text below replaces, in its entirety, the paragraph of Item 4 under the heading Board Approval and Vote Required on page 60 of the Proxy Statement:
The Board has authorized and approved the Amendment, subject to shareholder approval, and directed that the Amendment be considered for approval by the
shareholders at the Annual Meeting. The Amendment must be approved by the affirmative for vote of the holders of at least a majority of shareholders. An abstention vote or a broker non-vote will
have the same effect as an Against vote for this Item 4.
The text below replaces in its entirety the sixth paragraph on page 66 under
the heading What are the votes required for these items?
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In an uncontested election, as is the case in this election, each nominee for director shall be elected to
the Board if the votes cast for such nominees election exceed the withhold votes cast against such nominees election. Shares represented by your proxy will be voted in accordance with your direction as to the
election of directors from the persons listed below as nominees. In the absence of direction, the shares represented by your proxy will be voted for the election of each nominee. In the event any person listed as a nominee becomes
unavailable as a candidate for election, it is intended that the shares represented by your proxy will be voted for the remaining nominees and any substitute nominee recommended by the Board. |
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The affirmative vote of a majority of the shares of our common stock cast at the meeting or by proxy is required
for approval of each other item. When tabulating the voting results for proposals 1, 2, 3 and 5, shares that constitute broker non-votes and, pursuant to our By-Laws,
abstentions are not considered votes cast on that proposal. Accordingly, broker non-votes and abstentions will not affect the outcome of proposals 1, 2, 3 and 5 being voted on at the Annual Meeting. For
proposal 4, which requires the affirmative for vote of the holders of at least a majority of shareholders, a broker non-vote will have the same effect as an Against vote.
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The text below replaces in its entirety the seventh paragraph on page 66 under the heading What if I dont vote for some of
the matters listed in these proxy materials or on my proxy card?
If you vote for some, but not all, matters electronically or by telephone,
or return a proxy card without indicating your vote with regard to a particular matter, your shares will be voted for all of the nominees listed on the card for which you do not indicate a contrary intention, and for each of
items 2 and 5, except to the extent you indicate a contrary intention. For Item 4, unless you indicate a contrary vote, you shares will be voted Abstain, and your shares will be voted in the discretion of the proxy holders as to any
other matters that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting. For Item 4, such abstentions will have the same effect as an Against vote.