Raymond James Financial, Inc. (NYSE:RJF) Files An 8-K Entry into a Material Definitive Agreement

On March 1, 2019, the Board of Directors (the Board) of Raymond James Financial, Inc., a Florida corporation (the Company), approved an amended and restated form of director and officer indemnification agreement (the DO Indemnification Agreement) to be used by the Company to provide contractual indemnification, expense advancement, and other related rights to the members of the Board and the Companys officers who are a party thereto in accordance with the Florida Business Corporation Act, as amended (the FBCA). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the DO Indemnification Agreement.

The DO Indemnification Agreement indemnifies directors and officers who are parties thereto (each, an Indemnitee and, collectively, the Indemnitees) with indemnification rights arising out of, or relating to, their service as directors and officers of the Company or where they serve at the request of, for the convenience of, or to represent the interests of, the Company as an officer, director, employee, fiduciary, representative, or other agent at another entity. The DO Indemnification Agreement also provides Indemnitees with certain rights to advancement of Expenses incurred in defending a proceeding in advance of the final disposition of any proceeding for which indemnification rights may be available to the DO Indemnification Agreement.

The DO Indemnification Agreement incorporates the following changes to the previous form of directors and officers indemnification agreement used by the Company:

by applicable law, on account of any Proceeding for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, and in connection with certain compensation claw-back claims;

The foregoing description of the amended and restated form of DO Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the amended and restated form of DO Indemnification Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein in this Item 1.01 in its entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information included in Item 1.01 of this Current Report on Form 8-K relating to the amended and restated form of DO Indemnification Agreement approved by the Board on March 1, 2019 is incorporated by reference in this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is filed as an exhibit to this report:

Exhibit No.

10.1 Amended and Restated Form of Director and Officer Indemnification Agreement.

RAYMOND JAMES FINANCIAL INC Exhibit
EX-10.1 2 exhibit101_rjfdoindemnific.htm EXHIBIT 10.1 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT Exhibit DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTTHIS AGREEMENT,…
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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.