(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, $.01 par value
iRJF
iNew York Stock Exchange
iDepositary
Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock
iRJF PrA
iNew York Stock Exchange
iDepositary
Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
iRJF PrB
iNew 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 i☐
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
On November 30, 2022, the Board of Directors of Raymond James Financial, Inc. (the “Company”) appointed Mr. Jonathan (“Butch”) Oorlog, Jr. (59) as the Company’s Chief Accounting Officer, effective January
1, 2023. Mr. Oorlog currently serves since September 30, 2020 as Senior Vice President and Controller 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 the oversight of certain operational accounting functions. From 2012 to 2017 he was also responsible for overseeing the
Company’s SEC reporting. He is a member of the Company’s Accounting Policy Committee and its 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.
The Press Release also announced that the Board had declared on December 1, 2022 a quarterly cash dividend of $0.421875 per depositary share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (NYSE: RJF PrA) and $0.3984375 per depositary share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
(NYSE: RJF PrB), in each case payable January 3, 2023 to shareholders of record on December 15, 2022.
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 8.01 Other Events
The Press Release
also announced that the Board of Directors had authorized repurchase of the Company’s shares of common stock (“Common Stock”) in an aggregate amount of up to $1.5 billion. The $1.5 billion authorization replaced the previous repurchase authorization announced on December 2, 2021, under which approximately $800 million remained available as of December 1, 2022. These repurchases may be made from time to time at prices that the Company deems appropriate and subject to market conditions, applicable law, regulatory constraints in connection with previously announced acquisitions and other factors deemed relevant in the
Company’s sole discretion. Such repurchases may be made in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan. The Board’s authorization does not have a fixed expiration date. All repurchased shares of Common Stock will be held as treasury shares. The repurchase authorization does not obligate the Company to repurchase any dollar amount or number of shares of Common Stock and may be suspended or discontinued at any time.
Information regarding repurchases of Common Stock will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits. The following are filed as exhibits to this report:
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.