UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i March 28, 2024

 i Jefferies Financial Group Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  i 212- i 284-2300

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):

Securities registered pursuant to Section 12(b) of the Exchange Act:

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  i ☐

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. ☐

(e) As noted below under Item 5.07, on March 28, 2024, at our Annual Meeting of Shareholders, our shareholders approved an amendment to the Jefferies Financial Group Inc. Equity Compensation Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan. The material terms of the Plan are summarized on pages 69 through 73 of our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 16, 2024, which description is incorporated by reference herein. This description of the Plan is qualified in its entirety by reference to the actual terms of the Plan, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Jefferies Financial Group Inc. (“we” or “our”) held our Annual Meeting of Shareholders on March 28, 2024.

Our director nominees were re-elected to our Board of Directors and received the following votes:

Our shareholders approved, on a non-binding advisory basis, our executive-compensation program. Voting results were as follows:

Our shareholders approved the amendment to our Equity Compensation Plan. Voting results were as follows:

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending November 30, 2024. Voting results were as follows:

(d)

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.