k8030209.htm
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
25, 2009
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:
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
1.01 Entry into a Material Definitive Agreement.
On
February 25, 2009, Paul Reilly, a director of the Company, accepted written
offer to become the President of the Company, effective May 1,
2009. Although Mr. Reilly’s employment will be “at will”, he is
guaranteed minimum annual bonuses of $1.5 million (pro rated for the current
fiscal year, and in full for his first full fiscal year), even if his employment
is terminated prior to the end of his first full fiscal year other than for
“cause”. Mr. Reilly will also be awarded 250,000 shares of restricted
stock on his starting date, the restricted stock will vest on subsequent
anniversaries as follows: 30% on the first anniversary (or 30% immediately in
the event he has not become CEO by that date); 30% on the third anniversary; 20%
on the fourth anniversary; and, 20% on the fifth anniversary. Mr.
Reilly’s annualized base salary will be $400,000.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Paul
Reilly, a Company director, has been appointed President of the Company
effective May 1, 2009, with the understanding that he will succeed Thomas James
as chief executive officer in one year. Mr. Reilly, age 54, has been
Executive Chairman of Korn Ferry International since 2001 and was Chairman and
Chief Executive Officer from 2001 to 2007. Prior to that, he was CEO
of KPMG International, and previously, Vice Chairman, Financial Services, of
KPMG, LLP, the United States member firm of KPMG International.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
10.14 Letter
agreement dated February 25, 2009, between the Company and Paul Reilly, filed
herewith.
99.1 Press
release darted March 2, 2009.
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:
March 3, 2009
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By:
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/s/
Jeffrey P. Julien
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Jeffrey
P. Julien
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Senior
Vice President - Finance
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and
Chief Financial Officer
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