SWS (SWS) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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) November 15, 2012

SWS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-19483	75-2040825
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Elm Street, Suite 3500

Dallas, Texas 75270

(Address of principal executive offices and zip code)

(214) 859-1800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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):

¨ 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)).

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

On November 15, 2012, SWS Group, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders acted upon the matters outlined in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission on October 4, 2012. Stockholders representing 29,257,522 shares or 89% of the 32,877,467 shares of the Company’s common stock outstanding on the record date of September 17, 2012 were present in person or by proxy, representing a quorum for the purposes of the Annual Meeting. Matters voted upon at the Annual Meeting were as follows:

1. The election of ten directors to the Company’s Board of Directors to hold office until the Annual Meeting of Stockholders in 2013 and until their respective successors have been elected. There was no solicitation in opposition to the nominees for director, and the Company’s stockholders elected all of the nominees. The final tabulation of the votes on this matter was as follows:

Nominees	For		Withheld		Abstain		Broker Non-Votes
James H. Ross		19,569,333		995,729		—		8,692,460
Robert A. Buchholz		18,425,649		2,139,413		—		8,692,460
Brodie L. Cobb		19,412,963		1,152,099		—		8,692,460
J. Taylor Crandall		16,072,637		4,492,425		—		8,692,460
Christie S. Flanagan		19,577,181		987,881		—		8,692,460
Gerald J. Ford		15,617,497		4,947,565		—		8,692,460
Larry A. Jobe		19,583,759		981,303		—		8,692,460
Tyree B. Miller		19,877,922		687,140		—		8,692,460
Dr. Mike Moses		16,051,807		4,513,255		—		8,692,460
Joel T. Williams III		17,645,935		2,919,127		—		8,692,460

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2. The stockholders approved the SWS Group, Inc. 2012 Restricted Stock Plan (“2012 Restricted Stock Plan”). The final tabulation of votes on this matter was as follows:

	For		Against		Abstain		Broker Non-Votes
Approval of the SWS Group, Inc. 2012 Restricted Stock Plan		18,850,185		1,614,991		99,886		8,692,460

3. The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement. The final tabulation of votes on this matter was as follows:

	For		Against		Abstain		Broker Non-Votes
Advisory approval of the Company’s executive compensation		13,200,001		5,577,938		1,787,123		8,692,460

4. The ratification of the selection of Grant Thornton LLP as the Company’s independent auditor for fiscal 2013. The final tabulation of votes on this matter was as follows:

	For		Against		Abstain		Broker Non-Votes
Ratification of the selection of Grant Thornton LLP as the Company’s independent auditor for fiscal 2013		28,873,229		340,979		43,314		—

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SIGNATURES

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.

	SWS GROUP, INC.
Date: November 16, 2012	By:	/s/ Stacy M. Hodges
		Stacy M. Hodges
		Chief Financial Officer

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