rjf-20210218

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 18, 2021

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

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

The Annual Meeting of Shareholders of Raymond James Financial, Inc. (the “Company”) was held on February 18, 2021. 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 thirteen members of the Board of Directors, (2) approve, on an advisory (non‑binding) basis, the compensation of our named executive officers as disclosed in 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, 2021, 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 thirteen (13) nominees for director were elected by a majority of the votes cast. With respect to each nominee, there were 16,414,789 broker non-votes. The table below sets forth the voting results for each director.


Director	Votes Cast “For”	Votes Cast “Against”	Abstentions
von Arentschildt, Charles G.	110,215,555	728,738	165,885
Debel, Marlene	110,615,385	314,184	180,609
Dutkowsky, Robert M.	106,777,231	4,145,372	187,575
Edwards, Jeffrey N.	110,559,373	363,951	186,854
Esty, Benjamin C.	110,644,238	298,016	167,924
Gates, Anne	110,484,097	386,999	239,082
Godbold, Francis S.	109,715,450	1,295,339	99,389
James, Thomas A.	110,123,548	920,146	66,484
Johnson, Gordon L.	107,773,294	3,153,609	183,275
McGeary, Roderick C.	110,617,981	297,822	194,375
Reilly, Paul C.	105,983,594	4,636,080	490,504
Seshadri, Raj	110,598,783	320,574	190,821
Story, Susan N.	108,372,855	2,583,731	153,592

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 95.69% of the votes cast. With respect to this proposal, there were 16,414,789 broker non-votes. The table below sets forth the voting results.


Votes Cast “For”	Votes Cast “Against”	Abstentions
105,938,470	4,768,456	403,252

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, 2021 by the affirmative vote of 98.13% 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
125,004,069	2,371,507	149,391

Item 7.01 Regulation FD Disclosure

On February 19, 2021, the Company issued a press release announcing that the Board had declared a quarterly dividend of $0.39 per share for each outstanding share of common stock of the Company. The dividend is payable on April 15, 2021 to shareholders of record on April 1, 2021.

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 any exhibits 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 19, 2021, 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 23, 2021	By:	/s/ Paul M. Shoukry
		Paul M. Shoukry
		Chief Financial Officer and Treasurer