Jefferies Financial (JEF) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM8-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: May 25, 2017

LEUCADIA NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

New York	1-5721	13-2615557
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

520 Madison Avenue, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:212-460-1900

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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 Rule12b-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.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of Shareholders on May 25, 2017.

The advisory vote on executive compensation was approved by 88% of the shares voting on the matter. Voting results were as follows:

	Number of Shares
For		256,489,906
Against		36,264,639
Abstain		925,226
BrokerNon-Votes		36,031,615

Voting results of the advisory vote on the frequency of future votes to approve executive compensation were as follows:

	Number of Shares
Every Year		264,394,969
Every Two Years		339,395
Every Three Years		28,393,117
Abstain		552,293
BrokerNon-Votes		36,031,612

Management intends to continue to hold the advisory vote to approve executive compensation every year.

Our incumbent directors werere-elected to our Board of Directors and received the following votes:

			Number of Shares
	For		Against		Abstain		Broker Non-Votes
Linda L. Adamany		292,185,239		1,264,689		230,275		36,031,183
Robert D. Beyer		287,290,849		6,163,992		225,363		36,031,182
Francisco L. Borges		292,141,641		1,309,457		229,105		36,031,183
W. Patrick Campbell		291,921,167		1,515,687		243,349		36,031,183
Brian P. Friedman		289,580,084		3,812,272		287,849		36,031,181
Richard B. Handler		290,968,031		2,506,299		205,871		36,031,185
Robert E. Joyal		287,493,097		5,942,207		244,899		36,031,183
Jeffrey C. Keil		289,166,377		4,266,559		247,267		36,031,183
Michael T. O’Kane		287,695,821		5,736,539		247,843		36,031,183
Stuart H. Reese		292,137,077		1,319,209		223,917		36,031,183
Joseph S. Steinberg		244,232,122		49,252,584		195,068		36,031,612

Our shareholders ratified the selection of Deloitte & Touche LLP as our independent auditors for the year ended December 31, 2017. Voting results were as follows:

	Number of Shares
For		328,045,968
Against		994,258
Abstain		671,160

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.

LEUCADIA NATIONAL CORPORATION

Date: May 31, 2017	/s/ Roland T. Kelly
	Roland T. Kelly
	Assistant Secretary and
	Associate General Counsel