Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On
A copy of the A&R Plan was previously filed as Appendix B to the Company's
Definitive Proxy Statement for the Annual Meeting of Shareholders held on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On
Article III, Section 6 has been added to the By-laws to permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company's outstanding capital stock continuously for at least three years, to nominate and include in the Company's proxy materials director candidates constituting up to the greater of two or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy additional eligibility, procedural and disclosure requirements specified in the By-laws.
In addition, the By-laws have been amended to provide, among other things, that (i) the advance notice of a shareholder must include a representation that the shareholder intends to solicit the holders of at least sixty-seven percent (67%) of the Company's outstanding capital stock entitled to vote on the election of directors, (ii) the advance notice of a shareholder must include a representation that the shareholder intends to solicit proxies or votes in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) the advance notice of a shareholder must include a representation that the shareholder will otherwise comply with Rule 14a-19 under the Exchange Act, and (iv) any shareholder giving advance notice shall be required to solicit proxies in support of director nominees other than the Company's nominees in compliance with Rule 14a-19 under the Exchange Act.
The By-laws also contain changes of a technical or conforming nature to several other sections.
The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a), (b) The Annual Meeting of Shareholders of the Company was held on
(1) As adjusted for the Company's 3-for-2 stock split by means of a stock
dividend effected on
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1. Election of Directors. All ten (10) nominees for director were elected by a majority of the votes cast. With respect to each nominee, there were 26,814,233 broker non-votes. The table below sets forth the voting results for each director. Director Votes Cast "For" Votes Cast "Against" Abstentions Debel, Marlene 173,935,855 737,380 412,013 Dutkowsky, Robert M. 169,286,023 5,352,568 446,657 Edwards, Jeffrey N. 171,243,303 3,426,588 415,357 Esty, Benjamin C. 171,904,744 2,730,199 450,305 Gates, Anne 166,639,733 8,073,975 371,540 James, Thomas A. 174,382,135 582,257 120,856 Johnson, Gordon L. 162,392,100 12,303,386 389,762 McGeary, Roderick C. 173,948,271 714,110 422,867 Reilly, Paul C. 165,780,819 8,966,318 338,111 Seshadri, Raj 172,929,528 1,697,605 458,115
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 91.84% of the votes cast. With respect to this proposal, there were 26,814,233 broker non-votes. The table below sets forth the voting results.
Votes Cast "For" Votes Cast "Against" Abstentions 160,218,870 14,229,603 636,775
3. Advisory vote on the frequency of advisory votes on executive compensation. Our shareholders approved, on an advisory, non-binding basis, the frequency of "Every Year" for future advisory votes on executive compensation by the affirmative vote of 98.46% of the votes cast. With respect to this proposal, there were 26,814,233 broker non-votes. The table below sets forth the voting results.
Votes Cast Votes Cast Votes Cast "Every Year" "Every 2 Years" "Every 3 Years" Abstentions 172,142,247 499,416 2,190,638 252,947
4. To approve the Amended and Restated 2012 Stock Incentive Plan. Our
shareholders approved the
Votes Cast "For" Votes Cast "Against" Abstentions 160,990,374 13,684,995 409,879
5. To ratify the appointment of
Votes Cast "For" Votes Cast "Against" Abstentions 196,094,422 5,620,379 184,680
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(d) The Company's shareholders expressed their preference (over 98% of votes cast) for the frequency of "Every Year" for future advisory votes on executive compensation. The Board has considered the outcome of this advisory vote. In accordance with the Board's recommendation set forth in the Proxy Statement, and consistent with the stated preference of the majority of the Company's shareholders, the Board has determined that future advisory shareholder votes on executive compensation will be conducted on an annual basis, until the next advisory vote on frequency is held. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company's 2029 Annual Meeting of Shareholders.
Item 7.01 Regulation FD Disclosure
On
The Press Release also announced that the Board had declared on
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 Exhibit 99.1 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
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report: Exhibit No. Description 3.1 Amended and Restated By-laws ofRaymond James Financial, Inc. , reflecting amendments adopted by the Board of Directors onFebruary 24, 2023 . 10.1Raymond James Financial, Inc. Amended and Restated 2012 Stock Incentive Plan (as amended throughFebruary 23, 2023 ), incorporated by reference to Appendix B to the Company's Definitive Proxy Statement for the Annual Meeting of Shareholders heldFebruary 23, 2023 , filed with theSecurities and Exchange Commission onJanuary 11, 2023 . 99.1 Press release, datedFebruary 24, 2023 , issued byRaymond James Financial, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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