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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

May 20, 2024
Date of Report (date of earliest event reported)

RAYMOND JAMES FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

Florida
1-9109
59-1517485
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
880 Carillon Parkway
St. Petersburg
Florida
33716
(Address of principal executive offices)
(Zip Code)

(727) 567-1000
(Registrant’s telephone number, including area code)

None
(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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueRJFNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred StockRJF PrBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Chief Financial Officer

(c) On May 21, 2024, the Board of Directors (“Board”) of Raymond James Financial, Inc. (“Company”) appointed Senior Vice President and Chief Accounting Officer Jonathan W. (“Butch”) Oorlog, Jr., age 60, as Chief Financial Officer, effective October 1, 2024 (the “Effective Date”). Mr. Oorlog has served as Chief Accounting Officer since January 2023, and previously as Controller since September 2020. He will continue to serve as principal accounting officer. Mr. Oorlog will thereby succeed President Paul M. Shoukry in the role of chief financial officer as part of a planned transition in which it is expected that Mr. Shoukry will be appointed chief executive officer of the Company.

Mr. Oorlog joined the Company in 2004 as chief financial officer for Raymond James Tax Credit Funds, Inc. In 2009, he joined the Financial Reporting group, where he served in a variety of roles of increasing responsibility, including oversight of accounting and financial reporting at the Company’s asset management and capital markets business units as well as direct involvement in the due diligence review and post-closing financial integration of each of our acquisitions since 2009. From 2012 to 2017 he was also responsible for overseeing the Company’s SEC reporting. He has served as a member of the RJF Asset/Liability Committee, the (management) RJF Capital Planning Committee, the Raymond James Limited Asset/Liability Committee, the Accounting Policy Committee and the Disclosure Committee.

Prior to joining the Company, Mr. Oorlog was chief financial officer of Celotex Corporation, a privately held building materials manufacturer. He started his career at Price Waterhouse. Mr. Oorlog graduated with bachelor’s and master’s degrees in accounting from Florida State University. He is a Certified Public Accountant.

There are no arrangements or understandings between Mr. Oorlog and any other person pursuant to which he was selected as an officer. Mr. Oorlog does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Oorlog has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Appointment of New Directors

(d) On May 20, 2024, the Board appointed Cecily Mistarz, age 62, as a director, effective immediately. In connection therewith, Ms. Mistarz was also appointed to the Board’s Audit Committee and to its Risk Committee. The Board has affirmatively determined that Ms. Mistarz is an independent director.

Ms. Mistarz is a former Executive Vice President and U.S. Chief Risk Officer of BMO Financial Group. She served as BMO’s U.S. Chief Risk Officer from September 2014 until her retirement in April 2021, overseeing the risk function for an intermediate holding company and a nationally chartered bank. Ms. Mistarz joined Bank of Montreal in 1990 and held several positions of increasing responsibility in corporate banking, risk management, wealth management, and strategy and M&A integration. She began her career with California Federal Savings and Loan.

Ms. Mistarz holds a bachelor’s degree in economics from Bradley University and a Master of Business Administration from the University of Chicago. She also serves on the boards of Pepper Construction Group LLC, a privately held company that provides commercial construction services in the U.S., and the Safer Foundation.

There are no arrangements or understandings between Ms. Mistarz and any other person pursuant to which she was selected as a director, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Mistarz will participate in the standard fee arrangements for non-executive directors, which are described in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders under the caption “Director Compensation,” filed with the Securities and Exchange Commission on January 8, 2024. Consistent with such arrangements, effective upon public announcement of her appointment to the Board, Ms. Mistarz has been granted an award of restricted stock units with a prorated value of $150,000, which units will vest in full at the first anniversary of the grant date. Ms. Mistarz will also enter into the Company’s standard indemnification agreement which the Company concludes with all directors, pursuant to which we will indemnify her for certain actions she takes in her 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.



On May 21, 2024, the Board also appointed the Company’s President and Chief Financial Officer Paul M. Shoukry, age 41, as a director, effective immediately.

There are no arrangements or understandings between Mr. Shoukry and any other person pursuant to which he was selected as a director. Mr. Shoukry was not appointed to serve on any committee of the Board. Christopher Shoukry, who is Paul M. Shoukry’s brother, serves as Director with Alex. Brown, a division of Raymond James & Associates, Inc., and was paid cash compensation during the period commencing October 1, 2022 to the present of $765,634.52 and LTIP contributions in the amount of $41,900.

As an executive officer of the Company, Mr. Shoukry will not receive any additional compensation for his service as a director.

In connection with the above appointments, the size of the Board was increased from eleven (11) directors 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 20, 2024, the Company issued a further press release (the “Press Release”) announcing that the Board had declared a quarterly dividend of $0.45 per share for each outstanding share of common stock of the Company. The dividend is payable on July 15, 2024 to shareholders of record on July 1, 2024.

The Press Release also announced that the Board had declared on May 20, 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 July 1, 2024 to shareholders of record on June 14, 2024.

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
104Cover 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 24, 2024
By:
  /s/ Jonathan N. Santelli
Jonathan N. Santelli
Executive Vice President, General Counsel and
Secretary




raymondjameslogo.jpg

May 21, 2024FOR IMMEDIATE RELEASE
Media Contact: Steve Hollister, 727.567.2824
Investor Contact: Kristina Waugh, 727.567.7654
raymondjames.com/news-and-media/press-releases


RAYMOND JAMES FINANCIAL BOARD APPOINTS NEW DIRECTORS

ST. PETERSBURG, Fla. - On May 21, 2024, Raymond James Financial, Inc. (NYSE: RJF) announced the elections of Cecily Mistarz, former Executive Vice President and U.S. Chief Risk Officer (CRO) of BMO Financial Group, and Raymond James President and CFO Paul Shoukry, to the Board of Directors. In connection with the appointments, the board increased its size from 11 to 13 members.

“With our focus on the long-term growth and stability of Raymond James, we are fortunate to be able to add two people with strong backgrounds in financial and risk management leadership to the board,” said Chair and CEO Paul Reilly. “As Paul transitions to the CEO role in fiscal 2025, his contributions to the board will be crucial to sustaining our culture, delivering outstanding service and industry-leading resources to advisors and their clients, and, ensuring future success.”

“Cecily brings extensive risk management experience to our discussions as Raymond James navigates an increasingly dynamic regulatory landscape. We believe her client-focused approach fits seamlessly with our culture and we look forward to her contributions.”

Mistarz, 62, served at BMO from September 2014 until her retirement in April 2021, overseeing the risk function for an intermediate holding company and a nationally chartered bank. She joined Bank of Montreal in 1990, holding several positions of increasing responsibility in corporate banking, risk management, wealth management, strategy and M&A integration. Her career began at California Federal Savings and Loan.

Mistarz, who will serve on the board’s Audit Committee and Risk Committee, holds a bachelor’s degree in economics from Bradley University and earned an MBA from the University of Chicago. She also serves on the boards of Pepper Construction Group LLC, a privately held company that provides commercial construction services in the U.S., and the Safer Foundation.

Shoukry, 41, joined Raymond James in 2010, has served as CFO since 2020 and will succeed Reilly as CEO in fiscal year 2025. He currently is responsible for the overall financial management of the company, including balance sheet management, financial reporting, investor relations, corporate development, corporate tax, cash management, regulatory reporting, and financial planning and analysis. He oversees the firm’s Bank segment, is a member of the firm’s Executive Committee, and serves on the boards of subsidiaries Raymond James & Associates and TriState Capital Bank and cybersecurity firm ReliaQuest.

Shoukry earned an MBA with honors from Columbia University and graduated magna cum laude with a bachelor’s and masters degree of Accountancy from The University of Georgia, where he was a Leonard Leadership Scholar.


About Raymond James Financial, Inc.

Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The company has approximately 8,800 financial advisors. Total client assets are $1.45 trillion. Public since 1983, the firm is listed on the New York Stock Exchange under the symbol RJF. Additional information is available at www.raymondjames.com.




raymondjameslogoa.jpg

May 20, 2024FOR IMMEDIATE RELEASE
Media Contact: Steve Hollister, 727.567.2824
Investor Contact: Kristina Waugh, 727.567.7654
raymondjames.com/news-and-media/press-releases


RAYMOND JAMES FINANCIAL DECLARES QUARTERLY DIVIDENDS
ON COMMON AND PREFERRED STOCK

ST. PETERSBURG, Fla. - On May 20, 2024, the Raymond James Financial, Inc. (NYSE: RJF) Board of Directors declared a quarterly cash dividend on shares of its common stock of $0.45 per share, payable July 15, 2024 to shareholders of record on July 1, 2024.

The Board declared a quarterly 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, 2024, to shareholders of record on June 14, 2024.


About Raymond James Financial, Inc.

Raymond James Financial, Inc. (NYSE: RJF) is a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporations and municipalities. The company has approximately 8,800 financial advisors. Total client assets are $1.45 trillion. Public since 1983, the firm is listed on the New York Stock Exchange under the symbol RJF. Additional information is available at www.raymondjames.com.

Forward Looking Statements

Certain statements made in this press release may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning future shareholder distributions. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.raymondjames.com and the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events, or otherwise.

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Entity Registrant Name RAYMOND JAMES FINANCIAL, INC.
Entity Incorporation, State or Country Code FL
Entity File Number 1-9109
Entity Tax Identification Number 59-1517485
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Title of 12(b) Security Common Stock, $.01 par value
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Security Exchange Name NYSE
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Trading Symbol RJF PrB
Security Exchange Name NYSE
Raymond James Financial (NYSE:RJF)
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