Raymond James Financial Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
$RJF
Investment Bankers/Brokers/Service
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On August 21, 2024, the Board of Directors (the “Board”) of Raymond James Financial, Inc. (the “Company”), approved a resolution to amend and restate the Company’s By-laws (the “By-laws”). The By-laws were last amended on August 21, 2023.
Below is a summary of the changes made to the By-laws (capitalized terms used but not defined herein have the meanings ascribed thereto in the By-laws):
•Delete the defined term that refers to a person deemed to be “Acting in Concert” with another person and, accordingly, revise the definitions of “Proposing Person,” “Nominating Person,” “Requesting Person,” and “Soliciting Person” to remove the reference to a person deemed “Acting in Concert” with another person.
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 to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On August 22, 2024, the Company issued a press release (the “Press Release”) announcing that the Board had declared on August 21, 2024 a quarterly dividend of $0.45 per share for each outstanding share of common stock of the Company. The dividend is payable on October 15, 2024 to shareholders of record on October 1, 2024.
The Press Release also announced that the Board had declared on August 21, 2024 a quarterly cash dividend of $0.3984375 per depositary share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (NYSE: RJF PrB), payable October 1, 2024 to shareholders of record on September 13, 2024.
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 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).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
RAYMOND JAMES FINANCIAL, INC. | ||||||||
Date: August 23, 2024 | By: | /s/ Paul M. Shoukry | ||||||
| Paul M. Shoukry | ||||||||
| President and Chief Financial Officer | ||||||||