k862807.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
June
28, 2007
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
June
28, 2007, the Board of Directors of the Company amended Article IV, Section
12,
subsections (a) and (b) of the Company’s By-Laws as
follows.
The
text
of the amendment to the By-laws indemnification provisions (amended text in
bold) follows.
Section
12. The Company shall:
(a) Indemnify
any person made a party to an action by or in the right of the Company to
procure a judgment in its favor by reason of such person being or having been
(i) a director or officer of the Company, (ii) a director or officer of
any other corporation, firm, association or entity which such person served
as
such at the request of the Company, but only if such indemnification is approved
in writing by the Chief Executive Officer of the Company, or (iii)
a Trustee of any employee benefit plan or trust
or other program sponsored by the Company or any subsidiary of the Company,
against the reasonable expenses, including attorneys’ fees, incurred by such
person in connection with the defense or settlement of such action, or in
connection with an appeal therein, except in any case where such person is
adjudged in a final adjudication to have been guilty of conduct as to which,
as
a matter of law, no such indemnification may be made;
(b) Indemnify
any person made a party to an action, suit or proceeding, other than one by
or
in the right of the Company to procure a judgment in its favor, whether civil
or
criminal, brought to impose a liability or penalty on such person for an act
alleged to have been committed by such person in the capacity of
(i) director or officer of the Company,
(ii) a director or officer of
any other corporation, firm, association
or entity which such person served as such at the request of the Company, but
only if such indemnification is approved in writing by the Chief Executive
Officer of the Company, or (iii) a Trustee of any
employee benefit plan or trust or other program sponsored by the Company or
any
subsidiary of the Company, against judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys’ fees, incurred as a result of such
action, suit or proceeding, or any appeal therein, unless the Board of Directors
determines that such person did not act in good faith in the reasonable belief
that such action was in the best interests of the Company. The termination
of
any such civil or criminal action, suit or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere shall not in itself
disqualify such person from indemnification except in any case where such person
is adjudged in a final adjudication to have been guilty of conduct as to which,
as a matter of law, no such indemnification may be made;
(c) Advance
the payment of expenses, including attorneys’ fees, to any person entitled to
indemnification hereunder during the pendency of any claim, action or
proceeding, unless otherwise determined by the Board of Directors in any
case.
The
foregoing rights of reimbursement or indemnification shall not be exclusive
of
other rights to which any such person may otherwise be entitled and, in the
event of his or her death, shall extend to his or her legal
representatives. Any approval of indemnification by the Chief
Executive Officer with respect to the service as a director or officer as
described in subsections (a)(ii) and (b)(ii) above, may be revoked, but only
prospectively (i.e., such revocation shall apply with respect to indemnification
for actions taken after such revocation is communicated to the person affected
by the revocation).
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
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3(ii)
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Amended
and Restated By-Laws of Raymond James Financial, Inc. reflecting
amendments adopted by the Board of Directors on June 28,
2007. Filed herewith.
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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:
June 28, 2007
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By:
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/s/
Thomas A James
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Thomas
A. James
Chairman
and Chief Executive Officer
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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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