RJF 8-K for 2014 Shareholder Meeting


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
 
February 20, 2014
Date of report (date of earliest event reported)
 
Raymond James Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Florida
(State or Other Jurisdiction of Incorporation)
 
1-9109
 
59-1517485
(Commission File Number)
 
(IRS Employer Identification No.)
 
880 Carillon Parkway St. Petersburg, FL 33716
(Address of Principal Executive Offices)  (Zip Code)
 
(727) 567-1000
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(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:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
















Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 23, 2014, the Board of Directors (the “Board”) of Raymond James Financial, Inc. (the “Company”) approved the Company’s Amended and Restated By-laws, as amended through February 23, 2014. The Amended and Restated By-laws include amendments to Article III, Section 3, Notice of Business to be Brought Before a Meeting, the addition of Section 4, Notice of Nominations for Election to the Board of Directors, amendments to re-numbered Sections 6, Special Meetings of Shareholders, Section 7, Notice of Annual or Special Meeting, Section 9, Adjournment, the addition of Section 13, Action by Written Consent in Lieu of a Meeting, amendments to Article IV, Section 1, Authority, Section 2, Number, Section 3, Vacancies, Section 4, Majority Vote, Section 5, Contested Election, the addition of Section 12, Action by Written Consent, amendments to Article VI, Section 1, Advisory Boards, Article VII, Section 3, Chairman of the Board, Article VIII, Section 6, Record Date, the addition of Article IX, Section 4, Exclusive Forum, and amendments to Article X (with respect to amendments).

A copy of the Company’s Amended and Restated By-laws, as amended through February 23, 2014, is attached to this report as Exhibit 3.2 and is incorporated herein by reference.


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

The Annual Meeting of Shareholders of the Company was held on February 20, 2014. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board's solicitations. At this meeting, the shareholders were requested to: (1) elect eleven members of the Board of Directors, and (2) approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the proxy statement, both of which matters were described in the proxy statement. The following actions were taken by the Company's shareholders with respect to each of the foregoing items:

1. Election of Directors. All eleven (11) nominees for director were elected by a majority of the votes cast. With respect to each nominee, there were no broker non-votes. The table below sets forth the voting results for each director.

Director
Votes Cast “For”
 
Votes Cast “Against”
 
Abstentions
 
Broader, Shelley G.
102,817,504
 
8,238,163
 
57,903
 
Edwards, Jeffrey N.
110,955,119
 
106,615
 
51,836
 
Esty, Benjamin C.
110,903,429
 
133,263
 
76,878
 
Godbold, Francis S.
108,206,267
 
2,866,600
 
40,703
 
Habermeyer, H. William, Jr.
102,814,744
 
8,259,277
 
39,549
 
James, Thomas A.
108,055,888
 
3,010,664
 
47,018
 
Johnson, Gordon L.
110,840,656
 
213,743
 
59,171
 
Reilly, Paul C.
108,292,925
 
2,783,312
 
37,333
 
Saltzman, Robert P.
110,851,395
 
214,164
 
48,011
 
Simmons, Hardwick
91,834,225
 
19,215,289
 
64,056
 
Story, Susan N.
110,849,235
 
220,956
 
43,379
 


2. Advisory vote on executive compensation. Our shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers by the affirmative vote of 98.78% of the votes cast. The table below sets forth the voting results, and there were no broker non-votes.

Votes Cast “For”
 
Votes Cast “Against”
 
Abstentions
109,648,551
 
1,348,633
 
116,386








Item 7.01 Regulation FD Disclosure

On February 24, 2014, the Company issued a press release announcing, among other things, that the Board of Directors had declared a quarterly dividend of $0.16 per share for each outstanding share of common stock of the Company. The dividend is payable on April 15, 2014 to shareholders of record on April 1, 2014. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.


Item 8.01 Other Events

On February 21, 2014, the following individuals were appointed to the Company’s Executive Committee, thereby becoming executive officers of the Company:

Scott A. Curtis
51
President – Raymond James Financial Services, Inc. since January, 2012; Senior Vice President – Private Client Group – Raymond James & Associates, Inc., July, 2005 – December, 2011
 
 
 
Tash S. Elwyn
42
President – Raymond James & Associates, Inc. since January, 2012; Regional Director - Raymond James & Associates, Inc., October, 2006 - December, 2012



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
Description
3.2
Amended and Restated By-Laws of the Company, as of February 23, 2014
99.1
Press release, dated February 24, 2014, issued by the Company





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.
 
 
RAYMOND JAMES FINANCIAL, INC.
 
 
 
 
Date: February 26, 2014
By:
/s/ Jeffrey P. Julien
 
 
Jeffrey P. Julien
 
 
Executive Vice President - Finance
 
 
Chief Financial Officer and Treasurer