Raymond James Financial, Inc. (NYSE:RJF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On February 25, 2018, Raymond James Financial, Inc. (the “Company”) appointed Anne Gates, age 58, as a new director, with a term commencing on the date of appointment. Ms. Gates was president of MGA Entertainment, Inc., a privately-held developer, manufacturer and marketer of toy and entertainment products for children, a position she held from 2014 through her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1991-2012. Her roles included executive vice president, chief financial officer for Disney Consumer Products, managing director for Disney Consumer Products Europe and Emerging Markets, and senior vice president of operations, planning and analysis for The Walt Disney Company. Prior to joining Disney, Ms. Gates worked for PepsiCo and Bear Stearns. Ms. Gates has over 25 years of experience in the retail and consumer products industry. In addition, Ms. Gates has a broad business background in finance, marketing, strategy and business development, including growing international businesses. Ms. Gates serves on the boards of directors of The Kroger Company and of Tapestry, Inc. She is also chairwoman of Big Sunday and a member of the Board of Trustees for the University of California, Berkley Foundation, the Board of Visitors of the Fu Foundation School of Engineering and Applied Science at Columbia University, the Board of Directors of CADRE and the Board of Trustees of PBS SoCal.
In addition to being appointed to the Company’s Board of Directors (the “Board”), Ms. Gates has been named to the Board’s Audit and Risk Committee.
Ms. Gates will participate in the standard fee arrangements for non-executive directors, which are described in the Company’s Proxy Statement for the 2018 Annual Meeting of Shareholders under the caption “Director Compensation,” filed with the Securities and Exchange Commission on January 8, 2018. Consistent with such arrangements, effective upon public announcement of her appointment to the Board, Ms. Gates has been granted an award of restricted stock units with a value of $150,000, which units will vest in full at the date of the annual shareholders meeting next succeeding the grant date, but no later than March 15, 2019. Ms. Gates will also enter into the Company’s standard indemnification agreement which the Company concludes with all directors, to which we will indemnify her for certain actions she takes in her capacity as a director. A copy of the form of indemnification agreement is filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2004, filed with the Securities and Exchange Commission on December 8, 2004, and is incorporated herein by reference.
In addition, the Company announced that Mr. Jeffrey N. Edwards has been appointed to the Corporate Governance, Nominating and Compensation Committee (“CGN&C Committee”) of the Board, effective February 25, 2018, and has simultaneously stepped down from his position as a member of the Audit and Risk Committee.
A copy of the press release issued by the Company in connection with the above is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
Further, on February 25, 2018, the CGN&C Committee approved resolutions to: (1) amend our Chairman and Chief Executive Officer Paul C. Reilly’s November 2017 retention restricted stock unit award agreement (“2017 Retention Award”) under the Company’s Amended and Restated 2012 Stock Incentive Plan (“2012 Plan”) to change the definition of “Retirement,” and (2) make such changed definition applicable to any future grant of retention restricted stock units (“RSUs”) to Mr. Reilly that is intended to vest in whole or in part upon retirement. The amended provision defines “Retirement” as the “voluntary Separation from Service or involuntary Separation from Service other than for Cause from the Company or any Related Entity after attainment of age 65 or after attainment of age 60 after five (5) years of service with the Company or a Related Entity either as an Employee or Independent Contractor.” The Company had agreed with Mr. Reilly at the time of his hiring that the “age 60 and 5 years of service” element of the definition would continue to apply to his awards. Due to an administrative oversight, however, the 2017 Retention Award contained a conflicting definition. This action corrects that oversight with respect to the 2017 Retention Award and subsequent retention awards that contain a retirement vesting provision.
A copy of the revised form of RSU Award Agreement applicable to the 2017 Retention Award is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
RAYMOND JAMES FINANCIAL INC ExhibitEX-10.1 2 ex101_reillyretentionrsuaw.htm EXHIBIT 10.1 REILLY RETENTION RSU AWARD AGREEMENT Exhibit EXHIBIT 10.1 REILLY RETENTION RSU AWARD AGREEMENT[FORM OF AWARD AGREEMENT FOR GRANT OF RETENTION RSUs TOMR. PAUL C. REILLY – AMENDED AND RESTATED]RAYMOND JAMES FINANCIAL,…To view the full exhibit click here
About Raymond James Financial, Inc. (NYSE:RJF)
Raymond James Financial, Inc. (RJF) is a financial holding company. The Company’s subsidiaries include Raymond James & Associates, Inc. (RJ&A), Raymond James Financial Services, Inc. (RJFS), Raymond James Financial Services Advisors, Inc. (RJFSA), Raymond James Ltd. (RJ Ltd.), Eagle Asset Management, Inc. (Eagle), and Raymond James Bank, N.A. (RJ Bank). It operates through five segments: Private Client Group (PCG), Capital Markets, Asset Management, RJ Bank and the Other segment. The Private Client Group segment includes the retail branches of the Company’s broker-dealer subsidiaries located throughout the United States, Canada and the United Kingdom. The Capital Markets segment includes institutional sales and trading in the United States, Canada and Europe. The Asset Management segment includes the operations of Eagle, the Eagle Family of Funds and other fee-based asset management programs. RJ Bank segment provides corporate loan, securities based loans (SB) and residential loans.
