Raymond James Financial Inc. filed SEC Form 8-K: Leadership Update, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New Director
(d) On May 21, 2025, the Board of Directors (“Board”) of Raymond James Financial, Inc. (“Company”) appointed Mark W. Begor, age 66, as a director, effective immediately. In connection therewith, Mr. Begor was also appointed to the Board’s Audit Committee and to its Risk Committee. The Board has affirmatively determined that Mr. Begor is an independent director.
Mr. Begor has served as Chief Executive Officer of Equifax Inc. and a member of its Board of Directors since April 2018. Before joining Equifax, Mr. Begor served as a Managing Director in the Industrial and Business Services group at Warburg Pincus, a global private equity investment firm, from June 2016. Previously, Mr. Begor spent 35 years in a variety of operating and financial roles of increasing responsibility at General Electric Company, a global industrial and financial services company.
Mr. Begor holds a bachelor’s degree in finance and marketing from Syracuse University and an MBA from Rensselaer Polytechnic Institute. He is a member of the Board of Trustees and Chair of the Dartmouth Health Board and a Trustee of the U.S. Ski and Snowboard Foundation.
There are no arrangements or understandings between Mr. Begor and any other person pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Begor will participate in the standard fee arrangements for non-executive directors, which are described in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders under the caption “Director Compensation,” filed with the Securities and Exchange Commission on January 8, 2025. Consistent with such arrangements, effective upon public announcement of his appointment to the Board, Mr. Begor has been granted an award of restricted stock units with a prorated value of $150,000, which units will vest in full at the date of the 2026 Annual Meeting of Shareholders. Mr. Begor will also enter into the Company’s standard indemnification agreement which the Company concludes with all directors, pursuant to which we will indemnify him for certain actions he takes in his capacity as a director. A copy of the form of indemnification agreement is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 6, 2019, and is incorporated herein by reference.
In connection with the above appointment, the size of the Board was increased from twelve (12) to thirteen (13) directors.
A copy of the press release issued by the Company in connection with the above is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 21, 2025, the Company also issued a press release (the “Press Release”) announcing that the Board had declared a quarterly dividend of $0.50 per share for each outstanding share of common stock of the Company. The dividend is payable on July 15, 2025 to shareholders of record on July 1, 2025.
The Press Release also announced that the Board had declared on May 21, 2025 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 July 1, 2025 to shareholders of record on June 13, 2025.
A copy of the Press Release is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.2 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 | ||||
| 99.1 | |||||
| 99.2 | |||||
| 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: May 23, 2025 | By: | /s/ Jonathan W. Oorlog, Jr. | ||||||
| Jonathan W. Oorlog, Jr. | ||||||||
| Chief Financial Officer | ||||||||