8-K_ByLawsCorpGovern_112912
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
November 29, 2012
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 | | 59-1517485 |
(Commission File Number) | | (IRS Employer Identification No.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Company's Board of Directors on November 29, 2012 adopted revisions to the Company's By-Laws and Corporate Governance Principles to implement a majority voting standard for uncontested elections of directors. The revised By-Laws and Corporate Governance Principle are filed as exhibits 3.2 and 99.1 hereto. The changes to the By-Laws were in the first sentence of the second paragraph of Article III, Section 2 (clarifying that the advance notice requirement applies to nominations for election as a director) and new Sections 4 and 5 in Article IV (providing for such majority voting standard). The revised Corporate Governance Principles addresses the issue of the “holdover rule” in new Section 5 by requiring incumbent directors to submit resignation letters subject to failure to receive the required vote and the Board's acceptance of such resignation.
Item 9.01 Financial Statements and Exhibits
(d) The following is filed as an exhibit to this report:
Exhibit No.
3.2 Amended and Restated By-Laws of Raymond James Financial, Inc. reflecting amendments adopted by the Board of Directors on November 29, 2012, filed herewith.
99.1 Raymond James Financial, Inc. Corporate Governance Principles as amended by the Board of Directors on November 29, 2012, filed herewith.
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: | November 30, 2012 | By: | /s/ Jeffrey P. Julien |
| | | Jeffrey P. Julien |
| | | Executive Vice President - Finance, |
| | | Chief Financial Officer and Treasurer |