ASM 2021

Mar 25, 2021

Good morning, and welcome to Jefferies Financial Group, Inc. 2021 Annual Meeting of Shareholders. At this time, I would like to turn the meeting over to Joseph Steinberg, Chairman of the Board of Jefferies Financial Group. Mr. Steinberg, please go ahead. Good morning, ladies and gentlemen. I would like to welcome you to the 2021 Annual Meeting of Shareholders, Jefferies Financial Group, Inc. In light of continued public health concerns around the coronavirus, we are hosting our meeting virtually again this year and have designed the format To afford shareholders the same rights and opportunities to participate as they would in the in person meeting, the safety and health of our employees and stakeholders remains our highest priority. In attendance at this meeting are Rich Hamzler, Chief Executive Officer of the company and Brian Friedman, President of the company and the entire Jefferies Board of Directors. I am also joined today by our officers Mike Sharp, our Executive Vice President and General Counsel Terry Gendron, Chief Financial Officer John Dalton, our Chief Accounting Officer and Controller Rocco Natoli, our Chief Compliance Officer Matt Larson, Jefferies Group Chief Financial Officer. Also present today are Jeff Lippitz, Ms. Tracy Oates of Broadridge have been appointed to serve as inspectors of election for today's meeting. And on behalf of Deloitte and Touche, our outside auditors is Larry Rosenberg. We will address some preliminary matters relating to the meeting and then we will proceed to vote on the matters covered in the proxy statement followed by a short business update Rich and Brian and an opportunity to ask questions. Please be advised that information presented today may contain forward looking statements within the meaning of the Safe Harbor provisions of the securities laws. Forward looking statements include statements about our future and statements that are not historical facts and may contain expectations regarding our future performance, plans, strategies and objectives. These statements represent only our belief regarding future events, many of which are inherently uncertain. Information regarding important factors, including our risk factors that could cause actual results to differ, perhaps materially, from those in our forward looking statements is contained in the reports we filed with the SEC. If you have logged into the meeting with your We ask that when you do so, you type your name and affiliation in the box alongside your question. The inspectors signed their oaths of office, which oath is submitted to the corporation and made part of the record Of this meeting, there are representatives at the meeting either in person or by proxy more than 84.82 percent the corporation's outstanding common shares entitled to vote at the meeting. Therefore, there is a quorum for all action to be taken at the meeting, And I now declare this meeting open for official business. There are 4 matters submitted to a vote of our common shareholders at this meeting. First, the election of the following 10 directors by the company's shareholders: Linda L. Ademani, Barry J. Alfrinn, Robert D. Beyer, Francisco L. Borges, Brian P. Friedman, Mary Ann Gilmartin, Richard B. Handler, Jacob M. Katz, Michael T. O'Kane Ann Joseph S. Steinberg. The second proposal is an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement. The 3rd proposal is approval of Jefferies' new equity compensation plan. The 4th proposal is the ratification of Deloitte and Touche LLP as our independent auditors for the fiscal year ended November 30, 2021. If you have not yet submitted a proxy card and wish to vote on these items or wish to revoke a proxy the proxy card you have previously signed. Shareholders may vote by pressing the vote button at the bottom right of the VSM portal. You. Now that everyone has had the opportunity to vote, I now declare the polls closed and I will read the voting results. Each nominee for election of the Board of Directors has been elected by a majority of the votes cast. A majority of the votes cast voted for the advisory approval of the compensation plan to the named executive officers, the Jefferies Equity Compensation Plan Ann the ratification of Deloitte and Touche LLP as auditors for the year 2021. There being no other business to attend to, I declare the business portion of the 2021 Annual Meeting concluded. At this point, I will turn the meeting over to Rich and Brian. Once again, if you've logged into the meeting with your control number and would like to ask a question, you may do so at any time by typing your name, affiliation and question into the box at the bottom of your screen. Thank you, Joe. This is Rich Handler, Chief Executive Officer of Jefferies. I'd like to take this opportunity to thank our shareholders, our clients and our nearly 4,000 people at Jefferies for what has been a very, very challenging A volatile and difficult last 12 months, but a very productive one on all aspects of our company. I'm proud of how our team has reacted towards COVID. I'm proud of the partnership that we have established with our Ever increasing client base. Our firm has done a good job of protecting the foundation and fabric of our organization, both from a capital perspective and a person perspective, keeping everyone as safe as humanly possible during this incredibly difficult pandemic. I feel the company is on very strong footing. We released earnings last night that basically show an all time record. Those results are across the board, both throughout Jefferies and with our merchant bank. Our liquidity portion of our report was incredibly promising. We feel like we are in a very strong position to create lasting shareholder value as hopefully the world evolves into a post COVID reality. We're not going to declare victory prematurely. We're going to stay vigilant. We're going to protect our people, be there for our clients, respect the capital and be aligned with our shareholders. With that, I am happy to have anyone answer ask any questions and we will do our best to answer them. Operator, are there any questions? At this time, there are no active questions. That being the case, I would like to thank everyone for their participation. We appreciate all of your support, And we wish you all a happy and healthy next year. Thank you. Thank you for attending today's meeting. I would like to conclude by thanking everyone for their participation. The meeting is now adjourned.