The Annual Meeting of Shareholders of Raymond James Financial, Inc. (the Company) was held on February 28, 2019. Proxies for the meeting were solicited by the Board of Directors (the Board) to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Boards solicitations. At this meeting, the shareholders were requested to: (1) elect twelve 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, (3) approve the Amended and Restated 2003 Employee Stock Purchase Plan, and (4) ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending September 30, 2019, all of which matters were described in the proxy statement. The following actions were taken by the Companys shareholders with respect to each of the foregoing items:

1. Election of Directors.>All twelve (12) nominees for director were elected by a majority of the votes cast. With respect to each nominee, there were 21,935,703 broker non-votes. The table below sets forth the voting results for each director.

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 96.46% of the votes cast. With respect to this proposal, there were 21,935,703 broker non-votes. The table below sets forth the voting results.

3. Approve the Amended and Restated 2003 Employee Stock Purchase Plan.>Our shareholders approved the Raymond James Financial, Inc. Amended and Restated 2003 Employee Stock Purchase Plan by the affirmative vote of 99.14% of the votes cast. With respect to this proposal, there were 21,935,703 broker non-votes. The table below sets forth the voting results.

4. To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm. >Our shareholders approved the ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending September 30, 2019 by the affirmative vote of 98.55% of the votes cast. The table below sets forth the voting results, and there were no broker non-votes.

Item 7.01 Regulation FD Disclosure

On March 4, 2019, the Company issued a press release announcing, among other things, that the Board had declared a quarterly dividend of $0.34 per share for each outstanding share of common stock of the Company. The dividend is payable on April 15, 2019 to shareholders of record on April 1, 2019.

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).

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

The Companys press release also announced that the Board increased its repurchase authorization with respect to the Companys shares of common stock (Common Stock) by $250 million. Prior to such Board action, $255 million was remaining under the previous repurchase authorization announced on November 29, 2018. Following the increase, the firm currently has a total of $505 million in share repurchase authorization. These repurchases may be made from time to time at the discretion of the Boards Securities Repurchase Committee at prices that the Company deems

appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Companys sole discretion. Such repurchases may be made in the open market, in privately negotiated transactions, or otherwise, including to a Rule 10b5-1 plan. The Boards authorization does not have a fixed expiration date. All repurchased shares of Common Stock will be held as treasury shares. The repurchase authorization does not obligate the Company to repurchase any dollar amount or number of shares of Common Stock and may be suspended or discontinued at any time. The Company intends to pay for Common Stock repurchased with cash currently reflected on its balance sheet.

Information regarding repurchases of Common Stock will be available in the Companys periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.

A copy of the press release issued by the Company in connection with the above is attached as Exhibit 99.1 to this Form 8K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.

99.1 Press release, dated March 4, 2019, issued by Raymond James Financial, Inc.

RAYMOND JAMES FINANCIAL INC Exhibit
EX-99.1 2 exhibit991_rjfreleaseshmtg.htm EXHIBIT 99.1 PRESS RELEASE DATED MARCH 4,…
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.