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 27, 2017
Date of report (date of earliest event reported)
Raymond James Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
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1-9109
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59-1517485
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(Commission File Number)
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(IRS Employer Identification No.)
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880 Carillon Parkway St. Petersburg, FL 33716
(Address of Principal Executive Offices) (Zip Code)
(727) 567-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the Company’s previously-announced leadership transition, we terminated letter agreements with each of our Chairman Emeritus, Mr. Thomas A. James, and our Chairman and Chief Executive Officer, Mr. Paul C. Reilly, as each such agreement was no longer relevant to such officer’s current role with the Company. The foregoing is qualified in its entirety by reference to the agreement effecting each such termination, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
99.1 Letter Agreement, dated February 27, 2017, between Raymond James Financial, Inc. and Thomas A. James
99.2 Letter Agreement, dated February 27, 2017, between Raymond James Financial, Inc. and Paul C. Reilly
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.
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RAYMOND JAMES FINANCIAL, INC.
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Date:
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February 28, 2017
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By:
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/s/ Jeffrey P. Julien
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Jeffrey P. Julien
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Executive Vice President - Finance,
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Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Letter Agreement, dated February 27, 2017, between Raymond James Financial, Inc. and Thomas A. James
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99.2
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Letter Agreement, dated February 27, 2017, between Raymond James Financial, Inc. and Paul C. Reilly
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February 27, 2017
Mr. Thomas A. James
c/o Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
Re:
Letter Agreement
Reference is hereby made to that certain Agreement, dated December 23, 2009, between Raymond James Financial, Inc. (“Company”) and Thomas A. James (“Chairman Emeritus”), regarding service as Chairman of the Board after his retirement as Chief Executive Officer, filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 9, 2010 (the “Letter Agreement”).
WHEREAS, each of the Company and the Chairman Emeritus has fulfilled all of its or his obligations under the Letter Agreement;
NOW, THEREFORE, the Letter Agreement is hereby terminated and shall be deemed of no further force or effect;
provided, however
, that notwithstanding the termination of the Letter Agreement, the Company shall continue to have any and all rights under applicable law or Company policies in effect from time to time, including the rights of reduction, cancellation, forfeiture or recoupment with respect to amounts paid pursuant to the Letter Agreement.
IN WITNESS WHEREOF, each of the Company and the Chairman Emeritus has executed this agreement, effective as of the date hereinabove written:
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RAYMOND JAMES FINANCIAL, INC.
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CHAIRMAN EMERITUS
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By:
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/s/ Paul C. Reilly
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/s/ Thomas A. James
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Name:
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Paul C. Reilly
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Thomas A. James
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Title:
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Chairman and Chief Executive Officer
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February 27, 2017
Mr. Paul C. Reilly
c/o Raymond James Financial, Inc.
880 Carillon Parkway
St. Petersburg, FL 33716
Re:
Letter Agreement
Reference is hereby made to that certain Agreement, dated February 25, 2009, between Raymond James Financial, Inc. (“Company”) and Paul C. Reilly (“Executive”), filed as Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2009 (the “Letter Agreement”).
WHEREAS, each of the Company and the Executive has fulfilled all of its or his obligations under the Letter Agreement;
NOW, THEREFORE, the Letter Agreement is hereby terminated and shall be deemed of no further force or effect;
provided, however
, that notwithstanding the termination of the Letter Agreement, the Company shall continue to have any and all rights under applicable law or Company policies in effect from time to time, including the rights of reduction, cancellation, forfeiture or recoupment with respect to amounts paid pursuant to the Letter Agreement.
IN WITNESS WHEREOF, each of the Company and the Executive has executed this agreement, effective as of the date hereinabove written:
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RAYMOND JAMES FINANCIAL, INC.
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EXECUTIVE
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By:
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/s/ Thomas A. James
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/s/ Paul C. Reilly
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Name:
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Thomas A. James
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Paul C. Reilly
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Title:
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Chairman Emeritus
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