Form 8-K - Current report

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 22, 2024

Date of Report (date of earliest event reported)

RAYMOND JAMES FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Florida

1-9109

59-1517485

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

880 Carillon Parkway

St. Petersburg

Florida

33716

(Address of principal executive offices)

(Zip Code)

(727) 567-1000

(Registrant’s telephone number, including area code)

None

(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:

☐ 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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	RJF	New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock	RJF PrB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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

(a), (b) The Annual Meeting of Shareholders of Raymond James Financial, Inc. (the “Company”) was held on February 22, 2024 (the “2024 Annual Meeting”). Proxies for the meeting were solicited by the Board of Directors (the “Board”) 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, (2) approve, on an advisory (non‑binding) basis, the compensation of our named executive officers as disclosed in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on January 8, 2024 (the “Proxy Statement”), and (3) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024, all 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 24,946,784 broker non-votes. The table below sets forth the voting results for each director.


Director	Votes Cast “For”	Votes Cast “Against”	Abstentions
Debel, Marlene	172,948,576	588,573	210,871
Dutkowsky, Robert M.	165,207,153	8,277,068	263,799
Edwards, Jeffrey N.	165,082,469	8,391,608	273,943
Esty, Benjamin C.	170,984,570	2,506,448	257,002
Garcia, Art A.	168,115,134	5,342,550	290,336
Gates, Anne	162,419,220	11,085,225	243,575
Johnson, Gordon L.	168,637,602	4,826,068	284,350
McDaniel, Raymond W., Jr.	172,653,249	826,856	267,915
McGeary, Roderick C.	166,276,094	7,208,473	263,453
Reilly, Paul C.	164,432,162	7,470,483	1,845,375
Seshadri, Raj	171,812,143	1,679,120	256,757

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 83.42% of the votes cast. With respect to this proposal, there were 24,946,784 broker non-votes. The table below sets forth the voting results.


Votes Cast “For”	Votes Cast “Against”	Abstentions
144,487,236	28,714,545	546,239

3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm. Our shareholders approved the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024 by the affirmative vote of 97.46% 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
193,536,212	5,024,892	133,700

Item 7.01 Regulation FD Disclosure

On February 23, 2024, the Company issued a press release (the “Press Release”) announcing that the Board had declared a quarterly dividend of $0.45 per share for each outstanding share of common stock of the Company. The dividend is payable on April 15, 2024 to shareholders of record on April 1, 2024.

The Press Release also announced that the Board had declared on February 23, 2024 a quarterly cash dividend of $0.3984375 per depositary share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (NYSE: RJF PrB), payable April 1, 2024 to shareholders of record on March 15, 2024.

A copy of the Press Release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibit in this particular report is incorporated by reference).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:


Exhibit No.			Description
99.1			Press release, dated February 23, 2024, issued by Raymond James Financial, Inc.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 27, 2024	By:	/s/ Paul M. Shoukry
		Paul M. Shoukry
		Chief Financial Officer


February 23, 2024						FOR IMMEDIATE RELEASE
						Media Contact: Steve Hollister, 727.567.2824
						Investor Contact: Kristina Waugh, 727.567.7654
						raymondjames.com/news-and-media/press-releases

RAYMOND JAMES FINANCIAL DECLARES

QUARTERLY DIVIDENDS ON COMMON AND PREFERRED STOCK

ST. PETERSBURG, Fla. - On February 23, 2024, the Raymond James Financial, Inc. (NYSE: RJF) Board of Directors declared a quarterly cash dividend on shares of its common stock of $0.45 per share, payable April 15, 2024 to shareholders of record on April 1, 2024.

The Board declared a quarterly dividend of $0.3984375 per depositary share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (NYSE: RJF PrB) payable April 1, 2024, to shareholders of record on March 15, 2024.

About Raymond James Financial, Inc.

Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The company has approximately 8,700 financial advisors. Total client assets are $1.38 trillion. Public since 1983, the firm is listed on the New York Stock Exchange under the symbol RJF. Additional information is available at www.raymondjames.com.

Forward Looking Statements

Certain statements made in this press release may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning future shareholder distributions. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.raymondjames.com and the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events, or otherwise.

Cover Page	Feb. 22, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 22, 2024
Entity Registrant Name	RAYMOND JAMES FINANCIAL, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	1-9109
Entity Tax Identification Number	59-1517485
Entity Address, Address Line One	880 Carillon Parkway
Entity Address, City or Town	St. Petersburg
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33716
City Area Code	727
Local Phone Number	567-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000720005
Amendment Flag	false
Common Stock, $.01 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RJF
Security Exchange Name	NYSE
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
Trading Symbol	RJF PrB
Security Exchange Name	NYSE