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RJF > SEC Filings for RJF > Form 8-K on 26-Feb-2014All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Subm

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

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