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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION |
OMB Number: 3235-0059 |
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Washington, D.C. 20549 |
Expires: January 31, 2008 |
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SCHEDULE 14A |
Estimated average burden hours per response... 14 |
Proxy
Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x | |
Filed by a Party other than the Registrant o | |
Check the appropriate box: | |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material Pursuant to Rule §240.14a-12 |
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
1. | Title of each class of securities to which transaction applies: | |
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2. | Aggregate number of securities to which transaction applies: | |
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3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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4. | Proposed maximum aggregate value of transaction: | |
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5. | Total fee paid: | |
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SEC 1913 (04-05) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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o | Fee paid previously with preliminary materials. | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
1. | Amount Previously Paid: | |
2. | Form, Schedule or Registration Statement No.: | |
3. | Filing Party: | |
4. | Date Filed: | |
1. |
To elect ten nominees to the Board of Directors of the Company. |
2. |
To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Companys independent registered public accounting firm. |
3. |
To approve an amendment to the 2005 Restricted Stock Plan. |
4. |
To approve an amendment to the 2003 Employee Stock Purchase Plan. |
YOUR VOTE IS IMPORTANT TO THE
COMPANY. If you do not expect to attend the meeting in person, please vote on the matters to be considered at the meeting by completing the
enclosed proxy and mailing it promptly in the enclosed envelope, or by telephone or internet vote. |
1. |
To elect ten nominees to the Board of Directors of the Company. |
2. |
To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Companys independent registered public accounting firm. |
3. |
To approve an amendment to the 2005 Restricted Stock Plan. |
4. |
To approve an amendment to the 2003 Employee Stock Purchase Plan. |
1. |
The proxy statement for the 2009 annual meeting of shareholders; |
2. |
The 2008 annual report to shareholders; |
3. |
The form of proxy card being distributed to shareholders in connection with the 2009 annual meeting of shareholders. |
Page |
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Proxy
Statement |
1 | |||||
Shareholders
Sharing the Same Last Name and Address |
1 | |||||
Electronic
Access to Corporate Governance Documents |
2 | |||||
Electronic
Access to Proxy Materials and Annual Report; Internet Voting |
2 | |||||
Shareholders
Entitled to Vote and Principal Shareholders |
2 | |||||
Proposal 1:
Election of Directors |
4 | |||||
Information
Regarding Board and Committee Structure |
7 | |||||
Director
Compensation |
8 | |||||
Director
Compensation for Fiscal Year Ended September 30, 2008 |
9 | |||||
Section 16(a)
Beneficial Ownership Reporting Compliance |
10 | |||||
Report of the
Audit Committee of the Board of Directors |
10 | |||||
Compensation
Discussion and Analysis |
12 | |||||
Fiscal 2008
Bonus Formulas for Named Executive Officers |
18 | |||||
Fiscal 2009
Bonus Formulas for Certain Executive Officers as Approved by the CGN&C Committee |
19 | |||||
Summary
Compensation Table |
20 | |||||
Grants of
Plan Based Awards for Fiscal Year Ended September 30, 2008 |
21 | |||||
Outstanding
Equity Awards at Fiscal Year End September 30, 2008 |
22 | |||||
Option
Exercises and Stock Awards Vested for Fiscal Year Ended September 30, 2008 |
23 | |||||
Nonqualified
Deferred Compensation |
24 | |||||
Transactions
with Related Persons |
25 | |||||
Equity
Compensation Plan Information |
27 | |||||
Proposal 2:
To Ratify the Appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Companys Independent Registered Public Accounting Firm |
28 | |||||
Fees Paid to
Independent Registered Public Accounting Firm |
29 | |||||
Proposal 3:
To Approve an Amendment to the 2005 Restricted Stock Plan. |
29 | |||||
Proposal 4:
To Approve an Amendment to the 2003 Employee Stock Purchase Plan. |
31 | |||||
Shareholder
Proposals and Other Matters |
33 | |||||
Appendix A:
Text of the 2005 Raymond James Financial, Inc. Restricted Stock Plan, as amended, as proposed to be further amended. |
A-1 | |||||
Appendix B:
Text of the Raymond James Financial, Inc. 2003 Employee Stock Purchase Plan, as proposed to be amended. |
B-1 |
Name |
Beneficially Owned Shares |
Percent of Class |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Earnest
Partners LLC 1180 Peachtree Street NE, Suite 2300 Atlanta, GA 30309 |
8,806,415 | (1) | 7.24 | % | ||||||
Private
Capital Management, L.P. 8889 Pelican Bay Blvd., Suite 500 Naples, FL 34108 |
6,997,982 | (2) | 5.76 | % | ||||||
Robert A.
James Trust 1201 Pacific Avenue, Suite 150 Tacoma, WA 98401 |
7,566,030 | 6.22 | % | |||||||
Thomas A.
James, Chairman, CEO, Director |
14,823,063 | (3) (4) | 12.19 | % | ||||||
Shelley G.
Broader, Director |
1,000 | * | ||||||||
Francis S.
Godbold, Vice Chairman, Director |
480,145 | (3) | * | |||||||
H. William
Habermeyer, Jr., Director |
11,425 | (5) | * | |||||||
Chet Helck,
President, COO, Director |
269,510 | (3) (6) | * | |||||||
Jeffrey P.
Julien, CFO |
107,405 | (3) (7) | * | |||||||
Paul C.
Reilly, Director |
3,250 | (8) | * | |||||||
Richard K.
Riess, Executive Vice President |
110,170 | (3) (9) | * | |||||||
Robert P.
Saltzman, Director |
1,000 | * | ||||||||
Van C.
Sayler, Senior Vice President of RJA |
158,362 | (3) (10) | ||||||||
Kenneth A.
Shields, Director |
56,070 | (11) | * | |||||||
Hardwick
Simmons, Director |
37,906 | (12) | * | |||||||
Susan N.
Story, Director |
1,000 | * | ||||||||
All Executive
Officers and Directors as a Group (24 persons) |
17,204,151 | (3) (13) | 14.15 | % |
* |
Less than one percent. |
(1) |
Based on information contained in Form 13F-HR filed with the Securities and Exchange Commission (SEC) on November 10, 2008. Earnest Partners LLC is the beneficial owner of these shares of common stock held in accounts managed for clients. |
(2) |
Based on information contained in Form 13F-HR filed with the SEC on November 14, 2008. Private Capital Management, L.P. is the beneficial owner of these shares of common stock held in accounts managed for clients. |
(3) |
Includes shares credited to Employee Stock Ownership Plan accounts. |
(4) |
Includes 315,893 shares owned by The Robert A. James and Helen W. James Annuity Trust, of which Thomas A. James is a remainder beneficiary and for which Raymond James Trust, a wholly owned subsidiary of the Company, serves as trustee. Excludes shares held by two trusts, of which he is not a beneficiary: 7,566,030 shares owned by the Robert A. James Trust and 161,360 shares owned by the James Grandchildrens Trust, |
for both of which Raymond James Trust serves as trustee, and both of which have as beneficiaries other James family members. Thomas A. James disclaims any beneficial interest in these two trusts. |
(5) |
Includes 7,875 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008. |
(6) |
Includes 21,750 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008 and 206,262 shares of common stock held in a margin account. |
(7) |
Includes 21,750 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008 and 50,359 shares of common stock held in a margin account. |
(8) |
Includes 2,250 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008. |
(9) |
Includes 19,950 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008. |
(10) |
Includes 21,750 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008 and 58,719 shares of common stock held in a margin account. |
(11) |
Includes 9,000 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008 and 47,070 exchangeable shares that were issued January 2, 2001 in connection with the acquisition of Goepel McDermid, Inc. The exchangeable shares are exchangeable into shares of the Companys common stock on a one-for-one basis and are held in a margin account. |
(12) |
Includes 7,875 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008. |
(13) |
Includes 253,173 outstanding stock options that are exercisable as of or within 60 days from December 24, 2008 and 47,070 exchangeable shares that are exchangeable as of December 24, 2008. This number of beneficially owned shares also includes 730,687 shares of common stock and 47,070 exchangeable shares held in margin accounts. |
Nominee |
Age |
Principal Occupation (1) and Directorships |
Director Since |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shelley G.
Broader* |
44 |
President and Chief Operating Officer, Michaels Stores, Inc. since 2008. Former President and Chief Executive Officer, Kash n Karry Food
Stores, Inc. (doing business as Sweetbay Supermarket) from 2006 to 2008. President and Chief Operating Officer, Kash n Karry Food Stores, Inc.,
2003 to 2006. From 1991 to 2003, positions of increasing management responsibility at Hannaford Bros. Co., culminating in Senior Vice President,
Business Strategy, Marketing and Communications. Prior financial service industry experience includes Massachusetts Financial Services Company and
Assistant Vice President at First Albany Corporation. Trustee, St. Leo University. Member of the Audit Committee. |
2008 |
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Francis S.
Godbold |
65 |
Vice
Chairman of Raymond James Financial, Inc. (RJF). Director and Officer of various affiliated entities. |
1977 |
|||||||||||
H. William
Habermeyer, Jr.* |
66 |
Director, Southern Company since 2007. Director, Biltmore Farms, LLC since 2007. Director USEC, Inc. since 2008. Former President and CEO,
Progress Energy Florida from 2000 to 2006. Vice President, Carolina Power & Light from 1993 to 2000. U.S. Navy from 1964 to 1992 retired a
Rear Admiral. Member of the Audit Committee. |
2003 |
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Chet
Helck |
56 |
President and Chief Operating Officer of RJF since 2002. Executive Vice President of Raymond James Financial Services, Inc.
(RJFS), a wholly owned subsidiary of the Company, from 1999 to 2002. Senior Vice President, RJFS from 1997 to 1999. Director of
RJFS, Raymond James & Associates, Inc. (RJA) and Raymond James Ltd (RJ Ltd.), the Companys wholly owned
Canadian subsidiary (formerly Goepel McDermid Inc., a Canadian brokerage firm). Director, Securities Industry and Financial Markets Association
(formerly Securities Industry Association). |
2003 |
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Thomas A.
James |
66 |
Chairman of the Board and Chief Executive Officer of RJF. Director and Officer of various affiliated entities. Chairman of Florida Council of
100. Past Chairman of the Financial Services Roundtable and the Securities Industry and Financial Markets Association (formerly Securities Industry
Association). |
1963 |
Nominee |
Age |
Principal Occupation (1) and Directorships |
Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paul C.
Reilly* |
54 |
Chairman, Korn Ferry International since 2001. Chairman and Chief Executive Officer, Korn Ferry International 2001 to 2007. Chief Executive
Officer, KPMG International 1998 to 2001. Prior to being named to that position, Vice Chairman, Financial Services of KPMG LLP, the United States
member firm of KPMG International. Chair of the Audit Committee. |
2006 |
|||||||||||
Robert P.
Saltzman* |
66 |
From
1994 to 2001, President and Chief Executive Officer of Jackson National Life Insurance Co. A Director of WNC First Corporation since November 2004, a
property and casualty insurance underwriter. A Director and Audit Committee Chairman of Enhance Financial Services, a New York Stock Exchange
(NYSE) listed company, from 1996 until its acquisition in March 2001. Life Trustee of Northwestern University. Chair of Corporate
Governance, Nominating and Compensation Committee. |
2007 |
|||||||||||
Kenneth A.
Shields |
60 |
Chairman and Chief Executive Officer of Conifex, Inc., a Canadian forest products company, since 2007. Non-executive Chairman of RJ Ltd. since
2006. Chairman and Chief Executive Officer of RJ Ltd. and its predecessor company from 1996 to January 31, 2006. Past Chairman of the Investment
Dealers Association of Canada. Lead Director and Deputy Chairman, Mercer International Inc. |
2001 |
|||||||||||
Hardwick
Simmons* |
68 |
Director, Geneva Acquisition Corp. since 2007. Director, Lions Gate Entertainment Corp. since 2005. Chairman and CEO of the NASDAQ Stock
Market from 2001 to 2003. President and CEO of Prudential Securities from 1990 to 2001. President, Shearson Lehman Brothers Private Client
Group, from 1983 to 1990. Past Chairman of the Securities Industry and Financial Markets Association (formerly Securities Industry Association). Past
Director of the NASD. Lead Director and Member of Corporate Governance, Nominating and Compensation Committee. |
2003 |
Nominee |
Age |
Principal Occupation (1) and Directorships |
Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Susan N.
Story* |
48 |
President and Chief Executive Officer, Gulf Power Company, since 2003. Executive Vice President, Southern Company Services, Inc., 2001 to
2003. Senior Vice President, Southern Power Company, 2002 to 2003. Chair, Florida Chamber of Commerce. Chairman of the Board, Gulf Power Company. Vice
Chair, Florida Council of 100. Immediate past Vice Chair, Enterprise Florida. Director, Association of Edison Illuminating Companies, James Madison
Institute, and Southeastern Electric Exchange. Member, Board of Advisors, H. Lee Moffitt Cancer Center & Research Institute. Member of Corporate
Governance, Nominating and Compensation Committee. |
2008 |
* |
Determined to be independent directors under NYSE standards; see Information Regarding Board and Committee Structure below. |
(1) |
Unless otherwise noted, the nominee has had the same principal occupation and employment during the last five years. |
Name |
Fees Paid in Cash |
Stock Awards |
Option Awards (1) |
Non-Equity Incentive Plan Compensation |
Change In Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation |
Total |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Angela M. Biever
(2) |
$ | 30,250 | | $ | 10,936 | | | | $ | 41,186 | ||||||||||||||||||||
Shelley G.
Broader (3) |
$ | 38,250 | | $ | 3,275 | | | | $ | 41,525 | ||||||||||||||||||||
Francis S.
Godbold (4) |
| | | | | | | |||||||||||||||||||||||
H. William
Habermeyer, Jr. (5) |
$ | 51,500 | | $ | 20,138 | | | | $ | 71,638 | ||||||||||||||||||||
Dr. Paul W.
Marshall (6) |
$ | 22,500 | | $ | 16,862 | | | $ | 331 | $ | 39,693 | |||||||||||||||||||
Paul C. Reilly
(7) |
$ | 53,500 | | $ | 18,087 | | | | $ | 71,587 | ||||||||||||||||||||
Robert P.
Saltzman (8) |
$ | 51,000 | | $ | 3,275 | | | $ | 721 | $ | 54,996 | |||||||||||||||||||
Kenneth A.
Shields (9) |
$ | 46,000 | | $ | 22,368 | | | $ | 29,721 | $ | 98,089 | |||||||||||||||||||
Hardwick Simmons
(10) |
$ | 58,000 | | $ | 20,138 | | | $ | 748 | $ | 78,886 | |||||||||||||||||||
Susan N. Story
(11) |
$ | 37,250 | | $ | 3,275 | | | | $ | 40,525 |
(1) |
The amounts shown in the Option Awards column represent the amount the Company recognized for financial statement reporting purposes in fiscal year 2008 for the fair value of equity awards granted to the Companys directors who are not Named Executive Officers in fiscal year 2008 and prior years, in accordance with Statement of Financial Accounting Standards (SFAS) No. 123(R), excluding the impact of estimated forfeitures. |
(2) |
Ms. Biever resigned from the Companys Board of Directors effective April 15, 2008. |
(3) |
As of September 30, 2008, Ms. Broader held outstanding options to purchase 2,500 shares of the Companys common stock. |
(4) |
Mr. Godbold is an executive officer, other than a Named Executive Officer, who does not receive any additional compensation for services provided as a director. |
(5) |
As of September 30, 2008, Mr. Habermeyer held outstanding options to purchase 12,875 shares of the Companys common stock. |
(6) |
Dr. Marshall retired from the Companys Board of Directors effective February 14, 2008. |
(7) |
As of September 30, 2008, Mr. Reilly held outstanding options to purchase 7,250 shares of the Companys common stock. |
(8) |
As of September 30, 2008, Mr. Saltzman held outstanding options to purchase 2,500 shares of the Companys common stock. |
(9) |
As of September 30, 2008, Mr. Shields held outstanding options to purchase 15,000 shares of the Companys common stock. Mr. Shields has been paid a retainer at an annual rate of CDN$30,000 for his services as Non-Executive Chairman of RJ Ltd. (included in All Other Compensation above). |
(10) |
As of September 30, 2008, Mr. Simmons held outstanding options to purchase 12,875 shares of the Companys common stock. |
(11) |
As of September 30, 2008, Ms. Story held outstanding options to purchase 2,500 shares of the Companys common stock. |
Executive Officer |
Basis |
|||||
---|---|---|---|---|---|---|
Thomas A. James Chairman and Chief Executive Officer RJF |
1.0% of total Company pre-tax profits. |
|||||
Chet Helck President and Chief Operating Officer RJF |
0.8% of total pre-tax profits of domestic PCG per PCG Contribution Report*, Raymond James Ltd., and
Raymond James Investment Services; plus, participation in the Company Performance Bonus Pool. |
|||||
Richard K. Riess Executive Vice President RJF |
3.5% of pre-tax profits of Eagle Asset Management, Inc. (Eagle) and the Heritage Asset
Management load funds division; plus, 1.75% of pre-tax profits of RJAs Asset Management Services division; plus, participation in the Company Performance Bonus Pool. |
|||||
Van C. Sayler Senior Vice President, Fixed Income RJA |
A portion of the pre-tax profits of RJAs Fixed Income department equal to: 6.0% on the first $16 million of such profits, plus, 3.75% on such profits exceeding $16 million; plus, participation in the Company Performance Bonus Pool. |
|||||
Jeffrey P. Julien Senior Vice President, Finance and Chief Financial Officer RJF; Chairman, Raymond James Bank, FSB |
0.3% of total Company pre-tax profits. |
* |
The PCG Contribution Report adjusts the Private Client Group financial statement pre-tax profits for items related to the private client group sales force, primarily a credit for interest income on cash balances arising from private clients, and also includes adjustments to actual clearing costs, mutual fund revenues and expenses, credit for correspondent clearing, insurance agency and certain asset management profits, accruals for benefit expenses, profits generated by certain private client support operations and other adjustments. These adjustments may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary, unusual or nonrecurring gains and losses, the cumulative effect of accounting changes, acquisitions or divestitures, and foreign exchange impacts. |
Executive Officer |
Basis |
|||||
---|---|---|---|---|---|---|
Thomas A. James Chairman and Chief Executive Officer RJF |
1.0% of total Company pre-tax profits. |
|||||
Chet Helck President and Chief Operating Officer RJF |
0.8% of total pre-tax profits of domestic PCG per PCG Contribution Report*, Raymond James Ltd., and
Raymond James Investment Services; plus, participation in the Company Performance Bonus Pool. |
|||||
Richard G. Averitt, III Chairman and Chief Executive Officer RJFS |
0.85% of pre-tax profits of RJFS per PCG Contribution Report*; plus, participation in the Company Performance Bonus Pool. |
|||||
Richard K. Riess Executive Vice President RJF |
3.5% of pre-tax profits of Eagle (excluding results of Eagles money market funds) and Eagle Fund
Services, Inc. plus, 1.75% of pre-tax profits of RJAs Asset Management Services division; plus, participation in the Company Performance Bonus Pool. |
|||||
Van C. Sayler Senior Vice President, Fixed Income RJA |
A portion of the pre-tax profits of RJAs Fixed Income department equal to: 6.0% on the first $16 million of such profits, plus, 3.75% on such profits exceeding $16 million; plus, participation in the Company Performance Bonus Pool. |
|||||
Jeffrey E. Trocin Executive Vice President, Equity Capital Markets Group RJA |
5.0% of the pre-tax profits of RJAs Equity Capital Markets, including European institutional equity
sales and trading; plus, participation in the Company Performance Bonus Pool. |
|||||
Dennis W. Zank President RJA |
3.0% of the pre-tax profits of RJA per PCG Contribution Report*; plus, participation in the Company Performance Bonus Pool. |
|||||
Jeffrey P. Julien Senior Vice President, Finance and Chief Financial Officer RJF; Chairman, Raymond James Bank, FSB |
0.3% of total Company pre-tax profits. |
|||||
Paul D. Allison President and Chief Executive Officer RJ Ltd. |
Hiring compensation package included a guaranteed bonus of CDN $1,500,000 for his first fiscal year as
CEO of RJ Ltd. |
* |
The PCG Contribution Report adjusts the Private Client Group financial statement pre-tax profits for items related to the private client group sales force, primarily a credit for interest income on cash balances arising from private clients, and also includes adjustments to actual clearing costs, mutual fund revenues and expenses, credit for correspondent clearing, insurance agency and certain asset management profits, accruals for benefit expenses, profits generated by certain private client support operations and other adjustments. These adjustments may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary, unusual or nonrecurring gains and losses, the cumulative effect of accounting changes, acquisitions or divestitures, and foreign exchange impacts. |
Name |
Year |
Salary |
Bonus (1) |
Stock Awards (2) |
Option Awards (2) |
All Other Compensation (3) |
Total |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Thomas A. James
|
2008 | $ | 322,156 | $ | 2,300,000 | $ | 639,970 | | $ | 93,444 | $ | 3,555,570 | ||||||||||||||||||
Chairman and
CEO |
2007 | $ | 309,000 | $ | 3,060,000 | $ | 559,994 | | $ | 175,376 | $ | 4,104,370 | ||||||||||||||||||
Richard K. Riess
|
2008 | $ | 268,000 | $ | 1,452,000 | $ | 503,145 | $ | 81,683 | $ | 62,522 | $ | 2,367,350 | |||||||||||||||||
CEO of Eagle,
Executive VP |
2007 | $ | 259,000 | $ | 1,836,000 | $ | 207,332 | $ | 65,711 | $ | 133,555 | $ | 2,501,598 | |||||||||||||||||
of RJF, Managing
Director, Asset Management |
||||||||||||||||||||||||||||||
Chet Helck
|
2008 | $ | 299,000 | $ | 1,428,000 | $ | 439,149 | $ | 76,862 | $ | 53,151 | $ | 2,296,162 | |||||||||||||||||
President and
COO |
2007 | $ | 286,750 | $ | 1,740,000 | $ | 181,744 | $ | 136,759 | $ | 118,425 | $ | 2,463,678 | |||||||||||||||||
Van C. Sayler
|
2008 | $ | 216,000 | $ | 1,364,000 | $ | 30,487 | $ | 60,432 | $ | 48,781 | $ | 1,719,700 | |||||||||||||||||
Senior Vice
President |
2007 | $ | 199,385 | $ | 475,000 | $ | 55,146 | $ | 58,946 | $ | 109,613 | $ | 898,090 | |||||||||||||||||
Fixed Income
RJA |
||||||||||||||||||||||||||||||
Jeffrey P.
Julien |
2008 | $ | 186,000 | $ | 772,500 | $ | 65,399 | $ | 60,449 | $ | 53,488 | $ | 1,137,836 | |||||||||||||||||
Senior VP,
Finance |
2007 | $ | 178,000 | $ | 832,000 | $ | 50,480 | $ | 52,230 | $ | 112,229 | $ | 1,224,939 | |||||||||||||||||
Chief Financial
Officer |
(1) |
The amounts disclosed in the Bonus column represent the annual cash bonus, as described in the Compensation Discussion and Analysis, awarded to the Named Executive Officers. |
(2) |
The amounts shown in the Stock Awards and Option Awards columns represent the amount the Company recognized for financial statement reporting purposes in fiscal year 2008 for the fair value of equity awards granted to the Named Executive Officers in fiscal year 2008 and prior years, in accordance with SFAS No. 123(R), excluding the impact of estimated forfeitures related to service-based vesting conditions. As a result, these amounts do not reflect the amount of compensation actually received by the Named Executive Officer during the fiscal year. For a description of the assumptions used in calculating the fair value of equity awards under SFAS No. 123(R), see Note 16 of the Companys financial statements in its Form 10-K for the year ended September 30, 2008. Under SFAS No. 123(R), equity awards to retirement-eligible employees are expensed over the period from the date of grant to the date at which an employee becomes retirement-eligible. Since Mr. James is retirement-eligible, the expense for his 2008 fiscal year equity award was recognized during the 2008 fiscal year. For Mr. Sayler and Mr. Julien, since they are not retirement-eligible, the expense for their 2008 fiscal year equity awards will be recognized in the Companys financial statements over the vesting period. Mr. Riess and Mr. Helck are retirement-eligible for awards made pursuant to the Companys Stock Bonus Plan; however they are not retirement-eligible for awards made pursuant to any other plans in which they participate. This difference in accounting for equity awards under SFAS No. 123(R) results in variability between retirement-eligible employees and non retirement-eligible employees in the Summary Compensation Table. |
(3) |
Mr. James other compensation consists of $46,800 in Long Term Incentive Plan (LTIP) contribution, $9,698 in LTIP and Deferred Management Bonus Plan (DMBP) loss, $14,333 in commissions, $23,160 in dividends on unvested stock, $13,224 in profit sharing contribution, and $5,625 in Employee Stock Ownership Plan (ESOP) contribution. Mr. Riess other compensation consists of $46,800 in LTIP contribution, $13,392 in |
LTIP and DMBP loss, $10,748 in dividends on unvested stock, $11,991 in profit sharing contribution, $5,625 in ESOP contribution, and $750 in matching Company contributions under 401(k) plan. Mr. Helcks other compensation consists of $46,800 in LTIP contribution, $21,825 in LTIP and DMBP loss, $785 in commissions, $9,436 in dividends on unvested stock, $11,580 in profit sharing contribution, $5,625 in ESOP contribution, and $750 in matching Company contributions under 401(k) plan. Mr. Saylers other compensation consists of $45,566 in LTIP contribution, $17,566 in LTIP and DMBP loss, $1,309 in commissions, $1,312 in dividends on unvested stock, $11,785 in profit sharing contribution, $5,625 in ESOP contribution, and $750 in matching Company contributions under 401(k) plan. Mr. Juliens other compensation consists of $46,800 in LTIP contribution, $14,854 in LTIP and DMBP loss, $236 in commissions, $2,940 in dividends on unvested stock, $11,991 in profit sharing contribution, $5,625 in ESOP contribution, and $750 in matching Company contributions under 401(k) plan. |
Name |
Grant Date |
All Other Stock Awards: Number of Shares of Stock or Units (1) |
All Other Option Awards: Number of Securities Underlying Options (2) |
Exercise Price of Option Awards ($/Share) |
Grant Date Fair Value of Stock and Option Awards ($)(3) |
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Thomas A. James
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12/7/2007 | 18,566 | $ | 639,970 | ||||||||||||||||||
Chairman and
CEO |
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Richard K. Riess
|
11/27/2007 | 15,000 | $ | 30.44 | $ | 124,049 | ||||||||||||||||
CEO of Eagle,
Executive VP of RJF, |
12/7/2007 | 9,689 | $ | 333,980 | ||||||||||||||||||
Managing
Director, Asset Management |
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Chet Helck
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11/27/2007 | 15,000 | $ | 30.44 | $ | 124,049 | ||||||||||||||||
President and
COO |
12/7/2007 | 8,993 | $ | 309,989 | ||||||||||||||||||
Van C. Sayler
|
11/27/2007 | 15,000 | $ | 30.44 | $ | 124,049 | ||||||||||||||||
Senior Vice
President, Fixed Income |
12/7/2007 | 725 | $ | 24,991 | ||||||||||||||||||
of
RJA |
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Jeffrey P.
Julien |
11/27/2007 | 15,000 | $ | 30.44 | $ | 124,049 | ||||||||||||||||
Senior VP,
Finance, Chief Financial Officer |
12/7/2007 | 2,552 | $ | 87,967 |
(1) |
The Company grants restricted stock in lieu of a portion of the annual bonus awarded to highly compensated employees (see the Compensation Discussion and Analysis section for more information). Dividends are paid to the holders of the stock. The restricted stock vests approximately three years from the date of grant. |
(2) |
Options are granted every two years to key management employees (i.e., fiscal year 2008 and fiscal year 2010). See the Compensation Discussion and Analysis section for more information. The stock options vest approximately five years from the date of grant. |
(3) |
Reflects the grant date fair value of each equity award computed in accordance with SFAS No. 123(R) over the life of the award. For a description of the assumptions used in calculating the fair value of equity awards under SFAS No. 123(R), see Note 16 of the Companys financial statements in its Form 10-K for the year ended September 30, 2008. |
Option Awards |
Stock Awards |
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Name |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested |
Market Value of Shares or Units of Stock That Have Not Vested (1) |
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Thomas A. James
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| | | | 15,994 | (2) | $ | 527,482 | |||||||||||||||||||
Chairman and
CEO |
18,076 | (3) | $ | 596,146 | |||||||||||||||||||||||
18,566 | (4) | $ | 612,307 | ||||||||||||||||||||||||
Richard K. Riess
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10,800 | 5,400 | $ | 16.80 | 2/4/09 | (5) | 6,278 | (2) | $ | 207,048 | |||||||||||||||||
CEO of Eagle,
Executive VP |
| 15,000 | $ | 24.97 | 2/1/12 | (6) | 8,457 | (3) | $ | 278,912 | |||||||||||||||||
of RJF, Managing
Director, |
| 15,000 | $ | 30.44 | 1/27/13 | (7) | 9,689 | (4) | $ | 319,543 | |||||||||||||||||
Asset
Management |
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Chet Helck
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12,600 | 5,400 | $ | 16.80 | 2/4/09 | (5) | 5,997 | (2) | $ | 197,781 | |||||||||||||||||
President and
COO |
| 15,000 | $ | 24.97 | 2/1/12 | (6) | 6,455 | (3) | $ | 212,886 | |||||||||||||||||
| 15,000 | $ | 30.44 | 1/27/14 | (8) | 8,993 | (4) | $ | 296,589 | ||||||||||||||||||
Van C. Sayler
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12,600 | 5,400 | $ | 16.80 | 2/4/09 | (5) | 1,599 | (2) | $ | 52,735 | |||||||||||||||||
Senior Vice
President, |
| 15,000 | $ | 24.97 | 2/1/12 | (6) | 658 | (3) | $ | 21,701 | |||||||||||||||||
Fixed Income of
RJA |
| 15,000 | $ | 30.44 | 1/27/14 | (8) | 725 | (4) | $ | 23,911 | |||||||||||||||||
Jeffrey P.
Julien |
12,600 | 5,400 | $ | 16.80 | 2/4/09 | (5) | 1,869 | (2) | $ | 61,640 | |||||||||||||||||
Senior VP,
Finance |
| 15,000 | $ | 24.97 | 2/1/12 | (6) | 2,259 | (3) | $ | 74,502 | |||||||||||||||||
Chief Financial
Officer |
| 15,000 | $ | 30.44 | 1/27/14 | (8) | 2,552 | (4) | $ | 84,165 |
(1) |
The market value of the stock awards is based on the closing market price of the Companys Common Stock as of September 30, 2008, which was $32.98. |
(2) |
The stock award was granted on December 2, 2005 and cliff vests in approximately three years from that date. |
(3) |
The stock award was granted on December 1, 2006 and cliff vests in approximately three years from that date. |
(4) |
The stock award was granted on December 7, 2007 and cliff vests in approximately three years from that date. |
(5) |
The option was granted five years and two months prior to the option expiration date. The remaining unexercisable options vest in five years and one month from date of grant. |
(6) |
The option was granted six years and two months prior to the option expiration date. The unexercisable options vest 25% in three years, 25% in four years, 25% in five years, and 25% in five years and two months from date of grant. |
(7) |
The option was granted five years and two months prior to the option expiration date. The unexercisable options vest 60% in three years, 20% in four years, and 20% in five years from date of grant. |
(8) |
The option was granted six years and two months prior to the option expiration date. The unexercisable options vest 60% in three years, 1% in four years, 19% in four years and two months, and 20% in five years and two months from date of grant. |
Option Awards |
Stock Awards |
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Name |
Number of Shares Acquired on Exercise (1) |
Value Realized On Exercise (2) |
Number of Shares Acquired on Vesting (3) |
Value Realized On Vesting (4) |
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Thomas A. James
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| | 21,600 | $ | 626,400 | ||||||||||||||
Chairman and
CEO |
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Richard K. Riess
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| | 9,256 | $ | 268,424 | ||||||||||||||
CEO of Eagle,
Executive VP of RJF, Managing Director, Asset Management |
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Chet Helck
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112,499 | $ | 1,570,048 | 10,491 | $ | 304,239 | |||||||||||||
President and
COO |
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Van C. Sayler
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| | 2,467 | $ | 71,543 | ||||||||||||||
Senior Vice
President, Fixed Income of RJA |
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Jeffrey P.
Julien |
| | 2,097 | $ | 60,813 | ||||||||||||||
Senior VP,
Finance Chief Financial Officer |
(1) |
Total number of shares underlying the options exercised during fiscal year 2008. |
(2) |
Amounts in this column reflect the difference between the market price on the date of exercise and the exercise price of the options exercised, multiplied by the number of options exercised. |
(3) |
Total number of restricted shares that vested during fiscal year 2008. |
(4) |
The value of the shares on November 26, 2007 (the date of vesting) using the closing market price for the Companys common stock, which was $29.00. |
Name |
Executive Contributions In Last Fiscal Year |
Registrant Contributions in Last Fiscal Year (1) |
Aggregate Loss in Last Fiscal Year (1) |
Aggregate Withdrawals/ Distributions |
Aggregate Balance at Last Fiscal Year-End (2) |
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Thomas A. James
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| $ | 46,800 | ($9,698 | ) | $ | 45,323 | $ | 826,040 | |||||||||||||
Chairman and
CEO |
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Richard K. Riess
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| $ | 46,800 | ($13,392 | ) | $ | 45,323 | $ | 679,012 | |||||||||||||
CEO of Eagle,
Executive VP of RJF, Managing Director, Asset Management |
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Chet Helck President and COO |
| $ | 46,800 | ($21,825 | ) | $ | 38,023 | $ | 350,709 | |||||||||||||
Van C. Sayler
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| $ | 45,566 | ($17,566 | ) | $ | 45,323 | $ | 512,883 | |||||||||||||
Senior Vice
President, Fixed Income of RJA |
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Jeffrey P.
Julien |
| $ | 46,800 | ($14,854 | ) | $ | 29,267 | $ | 465,296 | |||||||||||||
Senior VP,
Finance Chief Financial Officer |
(1) |
The amounts presented in these columns are reported as other compensation in the Summary Compensation Table. |
(2) |
The amounts presented in this column include previously and currently reported compensation with regards to LTIP contributions made by the Company. The following amounts represent vested balances of the Named Executive Officers at September 30, 2008: Mr. James $784,522, Mr. Riess $637,494, Mr. Helck $165,872, Mr. Sayler $328,046 and Mr. Julien $297,972. |
Plan Category |
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |
(b) Weighted-average exercise price of outstanding options, warrants and rights (1) |
(c) Number of securities remaining available for future issuance under equity compensation plans. (Excludes securities reflected in column (a)) |
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Equity
compensation plans approved by shareholders (2) |
3,866,619 | $ | 24.77 | 12,074,825 | (3) | |||||||||
Equity
compensation plans not approved by shareholders (4) |
1,853,018 | $ | 22.72 | 1,194,115 | ||||||||||
Total
|
5,719,637 | $ | 24.10 | 13,268,940 |
(1) |
The weighted-average exercise price does not take into account the shares issued under the Companys restricted stock and employee stock purchase plans, which have no exercise price. |
(2) |
The Company has six plans that were approved by shareholders: the 1992 and 2002 Incentive Stock Option Plans, the 2003 Employee Stock Purchase Plan, the 2005 Restricted Stock Plan, as amended, the 2007 Stock Bonus Plan and the 2007 Stock Option Plan for Independent Contractors. |
(3) |
Includes 2,596,289 shares remaining available for issuance under the 2007 Stock Bonus Plan, 931,504 shares remaining available for issuance under the 2005 Restricted Stock Plan, as amended, and 763,209 shares remaining available for issuance under the 2003 Employee Stock Purchase Plan as of September 30, 2008. Subsequent to September 30, 2008, the Board of Directors has approved amendments to the 2005 Restricted Stock Plan and the 2003 Employee Stock Purchase Plan to increase the number of shares available for future issuance under these plans (see Proposals 3 and 4 below for more information). |
(4) |
The Company has two non-qualified option plans that were not required to be approved by shareholders under which it will continue to grant awards. |
PROPOSAL
2: |
TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KPMG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2008 |
2007 |
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---|---|---|---|---|---|---|---|---|---|---|
Audit fees
|
$ | 1,937,992 | $ | 1,973,916 | ||||||
Audit-related
fees |
| | ||||||||
Tax fees(a) |
137,457 | 109,050 | ||||||||
All other
fees |
8,500 | |
(a) |
Tax fees include fees related to the preparation of Canadian tax returns, consultation on various tax matters and support during income tax audit or inquiries. |
PROPOSAL
3: |
TO APPROVE AN AMENDMENT TO THE 2005 RESTRICTED STOCK PLAN |
PROPOSAL
4: |
TO APPROVE AN AMENDMENT TO THE 2003 EMPLOYEE STOCK PURCHASE PLAN |
(1) |
discloses the list of the Companys or a Subsidiarys customers or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever; or |
(2) |
discloses to any person, firm, corporation, association, or other entity any information regarding the Companys or a Subsidiarys general business practices or procedures, methods of sale, list of products, personnel information and any other valuable confidential business or professional information unique to the Companys or a Subsidiarys business; or |
(3) |
owns more than five percent (5%) of, manages, operates, controls, is employed by, acts as an agent for, participates in or is connected in any manner with the ownership, management, operation or control of any business which is engaged in businesses which are competitive to the business of the Company or a Subsidiary; and are located within a radius of 100 miles of any location where participant was employed or which was under the supervision, management or control of the participant; or |
(4) |
solicits or calls either for himself/herself or any other person or firm, any of the customers of the Company or a Subsidiary on whom the Participant called, with whom the Participant became acquainted, or of whom the Participant learned of during his employment; or |
(5) |
solicits any of the employees or agents of the Company or a Subsidiary to terminate their employment or relationship with the Company or a Subsidiary. |
(1) |
discloses the list of the Companys or a Subsidiarys customers or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever; or |
(2) |
discloses to any person, firm, corporation, association, or other entity any information regarding the Companys or a Subsidiarys general business practices or procedures, methods of sale, list of products, personnel information and any other valuable confidential business or professional information unique to the Companys or a Subsidiarys business; or |
(3) |
owns more than five percent (5%) of, manages, operates, controls, is employed by, acts as an agent for, participates in or is connected in any manner with the ownership, management, |
operation or control of any business which is engaged in businesses which are competitive to the business of the Company or a Subsidiary; and are located within a radius of 100 miles of any location where participant was employed or which was under the supervision, management or control of the participant; or |
(4) |
solicits or calls either for himself/herself or any other person or firm, any of the customers of the Company or a Subsidiary on whom the Participant called, with whom the Participant became acquainted, or of whom the Participant learned of during his employment; or |
(5) |
solicits any of the employees or agents of the Company or a Subsidiary to terminate their employment or relationship with the Company or a Subsidiary. |
a. |
Account Balance means the total of funds accumulated through payroll deductions (including amounts carried over from a prior Accumulation Period), funds remitted to the Plan by personal check (including amounts carried over from a prior Accumulation Period), and amounts specified as a charge to an existing brokerage account. |
b. |
Accumulation Period means the period beginning with each Exercise Date and ending upon the immediately succeeding Option Date. |
c. |
Board of Directors means the Board of Directors of the Company. |
d. |
Business Day means any day that the exchange upon which the stock is then traded is open for business. |
e. |
Committee means the Employee Stock Purchase Plan Committee as appointed by the Board of Directors of the Company. |
f. |
Company means Raymond James Financial, Inc., a Florida corporation, and any successor which adopts the Plan. |
g. |
Compensation means, except as provided in Article IV, the total amounts paid to an Employee during an Accumulation Period by the Employer that may be considered remuneration for employment for purposes of the Federal Insurance Contributions Act (Social Security) within the meaning of Section 3121(a) of the Code without regard to the exclusion of remuneration in excess of the Social Security contribution and benefit base pursuant to Section 3121(a)(1) of the Code. |
h. |
Effective Date means the date on which this Plan is approved by the shareholders of the Company. |
i. |
Employee means any person who is regularly and actively employed by the employer on the first Business Day of any Accumulation Period, provided, however, that the term Employee does not include any person whose customary employment is 20 hours or less per week or whose customary employment is for not more than five months in any calendar year or who, immediately after an option is granted under the Plan, owns stock of the Company possessing 5% or more of the total combined voting power of all classes of stock of the Company as determined in accordance with Section 423(b)(3) of the Code. Any period during which a person is or was on leave of absence from the Employer for the purpose of serving an active duty with the Armed Forces of the United States shall be considered a period during which such person is or was regularly and actively employed by the Employer for the purpose of applying the foregoing definition of an Employee. |
j. |
Employer means the Company and those subsidiaries of the Company set forth on Schedule A annexed hereto. |
k. |
Exercise Date means the first Business Day immediately following an Option Date. |
l. |
Fair Market Value means the mean between the highest and lowest selling prices at which shares of the Common Stock were traded or, if the Common Stock was not traded on a specified date, upon the basis of the mean of such prices on the date nearest preceding that date. |
m. |
Option Date means the first Business Day of March, June, September or December of any year as of which the Board of Directors grants options under the Plan. |
n. |
Option Price means an amount equal to 85% of the Fair Market Value per share of the Stock on the Option Date. |
o. |
Plan means this 2003 Employee Stock Purchase Plan of Raymond James Financial, Inc. as set forth herein. |
p. |
Stock or Common Stock means the $0.01 par value Common Stock of the Company. |
1. |
A specification of the percentage rate or fixed dollar amount to be deducted from his compensation during the Accumulation Period. |
2. |
A direction that the maximum possible number of shares of Stock be purchased on the Exercise Date except to the extent the Employee shall have notified the Employer in writing to the contrary prior to the Exercise Date. |
3. |
A specification of the exact name or names (which must include the Employees name and may include the name of another person as joint owner) in which Stock purchased is to be registered. |
4. |
An agreement that the Employee will not dispose of any Stock acquired under the Plan within one year after the Exercise Date. This agreement may be waived by the Committee if a sale of said Stock within one year from the Exercise Date is necessary to enable the Employee to meet immediate and heavy financial needs if such financial hardship cannot be met by other reasonably available resources of the Employee. Such a waiver shall be valid only if and when the Employee makes written application to the Committee and if the Employee receives written approval from the Committee. If an Employee who has acquired stock under the Plan dies within one year after the Exercise Date and his estate or beneficiary(ies) applies for a waiver of this agreement for any reason, such a waiver shall be approved by the Committee. |
5. |
An agreement that the Employee will inform the Company of any disposition of any Stock acquired under the Plan within two years from the Option Date pertaining to such shares so that the Company will be able to monitor compliance with the provisions of the Plan and federal securities laws governing disposition of Stock. |
6. |
An acknowledgement from the Employee that the Company will follow its normal margin policies in connection with any Stock acquired under the Plan and that any such Stock may be coded as a margin position. |
1. |
Funds accumulated through payroll deductions shall remain in the Employees RJA brokerage account. Such funds shall not be carried forward for the purpose of purchasing shares of Stock under the Plan in a subsequent Accumulation Period unless specifically requested in writing by the Employee. |
2. |
Any funds remitted by personal check shall be refunded, without interest, unless the Employee elects in writing to carry the balance forward to the subsequent Accumulation Period. |
3. |
Any brokerage account instructions submitted by the Employee shall be disregarded. |
1. |
Require sale of more shares of Stock than are authorized under Article VIII of the Plan; or |
2. |
Affect the Employees eligible to participate under the Plan. |
a. |
Article II Definitions. The definitions of Compensation, Employee, and Employer in Article II of the Plan are deleted and replaced, respectively, as follows: |
b. |
IV Payroll Deductions. In the fifth sentence of Article IV of the Plan, the phrase Raymond James brokerage account is deleted and replaced with the words Canadian Company brokerage account. In paragraphs 5 and 6 of Article IV the word Company is deleted and replaced with the words Canadian Company. The following additional paragraph is added to Article IV: |
c. |
VI Exercise of Options. In paragraph 1 of Article VI the phrase RJA brokerage account is deleted and replaced with the phrase Canadian Company brokerage account. |
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TO ELECT 10 DIRECTORS: To hold office until the next annual meeting. (Shareholders may vote for or withhold their vote from all nominees as a group, or vote for or withhold their vote from the individual nominees.) |
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Nominees: |
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Shelley Broader |
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Thomas A. James |
09 Hardwick Simmons |
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Francis S. Godbold |
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Paul C. Reilly |
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10 Susan N. Story |
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H. William Habermeyer, Jr. |
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Robert P. Saltzman |
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Chet Helck |
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Kenneth A. Shields |
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the Exceptions box above and write that nominees name in the space provided below.) |
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Please
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To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Companys independent registered public accounting firm. |
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To approve an amendment to the 2005 Restricted Stock Plan. |
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To approve an amendment to the 2003 Employee Stock Purchase Plan. |
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This Proxy is authorized to vote in accordance with his judgment upon such other business as may properly come before the meeting. |
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Mark Here for Address |
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Signature _______________________________ Signature _____________________________ Date _______________ |
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NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
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▲ |
FOLD AND DETACH HERE |
▲ |
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern
Time
the day prior to the annual meeting date.
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Raymond James Financial, Inc. |
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Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders |
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The Proxy Statement and the 2008 Annual Report to Shareholders are available at: |
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http://www.raymondjames.com/about/shareholders_meeting.htm |
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INTERNET |
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Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. |
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OR |
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TELEPHONE |
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Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call. |
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If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. |
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To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. |
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Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. |
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40379
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PROXY |
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The undersigned hereby revokes any proxy previously granted and appoints Thomas A. James and Chet Helck, or either of them as Proxy, each with the power to appoint his substitute, and hereby authorizes either to represent and to vote as designated herein, all the shares of Common Stock of Raymond James Financial, Inc. held of record by the undersigned on December 24, 2008 at the annual meeting of shareholders to be held on February 19, 2009, or any adjournment thereof. This proxy when executed, will be voted in the manner directed herein by the undersigned shareholder. Any executed but unmarked proxies will be voted in favor of proposals 1, 2, 3 and 4. |
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BNY MELLON SHAREOWNER SERVICES |
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Address Change/Comments |
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P.O. BOX 3550 |
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(Mark the corresponding box on the reverse side) |
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SOUTH HACKENSACK, NJ 07606-9250 |
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(Continued and to be marked, dated and signed, on the other side) |
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FOLD AND DETACH HERE |
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Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment. |
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40379 |