UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 |
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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 Under Rule 14a-12 |
RAYMOND JAMES FINANCIAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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: |
(2) |
Aggregate number of securities to which transaction applies: |
(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): |
(4) |
Proposed maximum aggregate value of transaction: |
(5) |
Total fee paid: |
o |
Fee paid previously with preliminary materials. |
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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 our Board of Directors. |
2. |
To ratify the appointment by the Audit Committee of our Board of Directors of KPMG LLP as our independent registered public accounting firm. |
3. |
To re-approve the Senior Management Incentive Plan for our executive officers. |
YOUR VOTE IS IMPORTANT TO US,
since brokers can no longer vote on your behalf for the election of directors without your instructions. 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 our Board of Directors. |
2. |
To ratify the appointment by the Audit Committee of our Board of Directors of KPMG LLP as our independent registered public accounting firm. |
3. |
To re-approve the Senior Management Incentive Plan for our executive officers. |
1. |
The proxy statement for the 2010 annual meeting of shareholders; |
2. |
The 2009 annual report to shareholders; |
3. |
The form of proxy card being distributed to shareholders in connection with the 2010 annual meeting of shareholders. |
Page |
||||||
---|---|---|---|---|---|---|
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, 2009 |
8 | |||||
Section 16(a)
Beneficial Ownership Reporting Compliance |
9 | |||||
Report of the
Audit Committee of the Board of Directors |
9 | |||||
Compensation
Discussion and Analysis |
11 | |||||
Fiscal 2009
Bonus Formulas for Named Executive Officers |
16 | |||||
Fiscal 2010
Bonus Formulas for Certain Executive Officers |
17 | |||||
Summary
Compensation Table |
18 | |||||
Grants of
Plan Based Awards for Fiscal Year Ended September 30, 2009 |
19 | |||||
Outstanding
Equity Awards at Fiscal Year Ended September 30, 2009 |
20 | |||||
Option
Exercises and Stock Awards Vested for Fiscal Year Ended September 30, 2009 |
21 | |||||
Nonqualified
Deferred Compensation |
21 | |||||
Transactions
with Related Persons |
22 | |||||
Equity
Compensation Plan Information |
25 | |||||
Proposal 2:
To Ratify the Appointment by the Audit Committee of our Board of Directors of KPMG LLP as our Independent Registered Public Accounting Firm
|
26 | |||||
Fees Paid to
Independent Registered Public Accounting Firm |
26 | |||||
Proposal 3:
To Re-approve the Senior Management Incentive Plan for our Executive Officers |
27 | |||||
Shareholder
Proposals and Other Matters |
28 | |||||
Appendix A:
Text of the Senior Management Incentive Plan |
A-1 |
Name |
Beneficially Owned Shares |
Percent of Class |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Earnest
Partners LLC |
7,395,828 | (1) | 5.97 | % | ||||||
1180
Peachtree Street NE, Suite 2300 |
||||||||||
Atlanta, GA
30309 |
||||||||||
Robert A.
James Irrevocable Trust |
7,566,030 | 6.1 | % | |||||||
880 Carillon
Parkway |
||||||||||
St.
Petersburg, FL 33716 |
||||||||||
Thomas A.
James, Chairman, CEO, Director |
22,542,119 | (2) (3) | 18.19 | % | ||||||
Shelley G.
Broader, Director |
1,000 | * | ||||||||
Francis S.
Godbold, Vice Chairman, Director |
480,412 | (2) | * | |||||||
H. William
Habermeyer, Jr., Director |
8,050 | (4) | * | |||||||
Chet Helck,
COO, Director |
257,783 | (2) (5) | * | |||||||
Jeffrey P.
Julien, CFO, Executive Vice President |
77,235 | (2) (6) | * | |||||||
Paul C.
Reilly, President, Director |
253,250 | (7) | * | |||||||
Richard K.
Riess, Executive Vice President |
46,000 | (2) (8) | * | |||||||
Robert P.
Saltzman, Director |
1,000 | * | ||||||||
Van C.
Sayler, Senior Vice President of RJA |
134,934 | (2) (9) | * | |||||||
Kenneth A.
Shields, Director |
59,070 | (10) | * | |||||||
Hardwick
Simmons, Director |
37,906 | (11) | * | |||||||
Susan N.
Story, Director |
1,000 | * | ||||||||
All Executive
Officers and Directors as a Group (24 persons) |
24,892,447 | (2) (12) | 20.09 | % |
* |
Less than one percent. |
(1) |
Based on information contained in Form 13F-HR filed with the Securities and Exchange Commission (SEC) on November 13, 2009. Earnest Partners LLC is the beneficial owner of these shares of common stock held in accounts managed for clients. |
(2) |
Includes shares credited to Employee Stock Ownership Plan accounts. |
(3) |
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 Thomas A. James serves as trustee. Includes shares held by two trusts, of which he is not a beneficiary: 7,566,030 shares owned by the Robert A. James Irrevocable Trust and 155,660 shares owned by the James Grandchildrens Trust, for both of which Thomas A. James 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. |
(4) |
Includes 4,500 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009. |
(5) |
Includes 7,500 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009 and 221,175 shares of common stock held in a margin account. |
(6) |
Includes 7,500 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009 and 35,686 shares of common stock held in a margin account. |
(7) |
Includes 2,250 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009. |
(8) |
Includes 7,500 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009. |
(9) |
Includes 7,500 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009 and 48,987 shares of common stock held in a margin account. |
(10) |
Includes 12,000 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009 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 our common stock on a one-for-one basis and were held in a margin account as of December 11, 2009 and subsequently transferred to a cash account. |
(11) |
Includes 4,500 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009. |
(12) |
Includes 113,641 outstanding stock options that are exercisable as of or within 60 days from December 11, 2009 and 47,070 exchangeable shares that are exchangeable as of December 11, 2009. This number of beneficially owned shares also includes 696,169 shares of common stock and 47,070 exchangeable shares held in margin accounts as of December 11, 2009. |
Nominee |
Age |
Principal Occupation (1) and Directorships |
Director Since |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shelley G.
Broader* |
45 |
Former President and Chief Operating Officer, Michaels Stores, Inc. from 2008 to 2009. 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. from 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 |
|||||||||||
Francis S.
Godbold |
66 |
Vice
Chairman of Raymond James Financial, Inc. (RJF). Director and Officer of various affiliated entities. |
1977 |
Nominee |
Age |
Principal Occupation (1) and Directorships |
Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
H. William
Habermeyer, Jr.* |
67 |
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 |
|||||||||||
Chet
Helck |
57 |
Chief Operating Officer of RJF since 2002. President of RJF from 2002 to April 2009. Executive Vice President of Raymond James Financial
Services, Inc. (RJFS), our wholly owned subsidiary, 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.), our wholly owned Canadian
subsidiary (formerly Goepel McDermid Inc., a Canadian brokerage firm). Director, Securities Industry and Financial Markets Association (formerly
Securities Industry Association). |
2003 |
|||||||||||
Thomas A.
James |
67 |
Chairman of the Board and Chief Executive Officer of RJF. Director and Officer of various affiliated entities. Former Chairman of Florida
Council of 100. Former Chairman of the Financial Services Roundtable and the Securities Industry and Financial Markets Association (formerly Securities
Industry Association). |
1963 |
|||||||||||
Paul C.
Reilly |
55 |
President of RJF since May 1, 2009. Former Executive Chairman, Korn Ferry International from July 1, 2007 to April 30, 2009. Chairman and
Chief Executive Officer, Korn Ferry International from 2001 to 2007. Chief Executive Officer, KPMG International from 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. |
2006 |
|||||||||||
Robert P.
Saltzman* |
67 |
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 the
CGN&C Committee. |
2007 |
Nominee |
Age |
Principal Occupation (1) and Directorships |
Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kenneth A.
Shields* |
61 |
Chairman and Chief Executive Officer of Conifex, Inc., a Canadian forest products company, since June 2007. Former Non-executive Chairman of
RJ Ltd. from 2006 to May 15, 2009. Chairman and Chief Executive Officer of RJ Ltd. and its predecessor company from 1996 to January 31, 2006. Former
Chairman of the Investment Dealers Association of Canada. Lead Director and Deputy Chairman, Mercer International Inc. |
2001 |
|||||||||||
Hardwick
Simmons* |
69 |
Director, Lions Gate Entertainment Corp. since 2005. Former Director of Geneva Acquisition Corp. from 2007 to 2009. Former 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. Former Chairman of the Securities Industry and Financial Markets Association (formerly Securities Industry
Association). Former Director of the NASD. Lead Director, Chair of the Audit Committee and Member of the CGN&C Committee. |
2003 |
|||||||||||
Susan N.
Story* |
49 |
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 former 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 the
CGN&C 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 |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shelley G.
Broader (2) |
$ | 54,000 | | $ | 8,109 | | | | $ | 62,109 | ||||||||||||||||||||
Francis S.
Godbold (3) |
| | | | | | | |||||||||||||||||||||||
H. William
Habermeyer, Jr. (4) |
$ | 53,500 | | $ | 18,542 | | | | $ | 72,042 | ||||||||||||||||||||
Paul C. Reilly
(5) |
$ | 28,500 | | $ | 11,137 | | | | $ | 39,637 | ||||||||||||||||||||
Robert P.
Saltzman (6) |
$ | 55,500 | | $ | 8,109 | | | | $ | 63,609 | ||||||||||||||||||||
Kenneth A.
Shields (7) |
$ | 47,500 | | $ | 25,227 | | | $ | 15,888 | $ | 88,615 | |||||||||||||||||||
Hardwick Simmons
(8) |
$ | 57,500 | | $ | 18,542 | | | | $ | 76,042 | ||||||||||||||||||||
Susan N. Story
(9) |
$ | 51,500 | | $ | 8,109 | | | | $ | 59,609 |
(1) |
The amounts shown in the Option Awards column represent the expense we recognized for financial statement reporting purposes in fiscal year 2009 for the fair value of equity awards granted to our directors who are not Named Executive Officers in fiscal year 2009 and prior years, in accordance with Statement of Financial Accounting Standards (SFAS) No. 123(R), excluding the impact of estimated forfeitures. The grant date fair value of the equity awards granted to each of the directors in fiscal year 2009 under SFAS 123(R) was $14,182. For a description of the assumptions used in calculating the fair value of equity awards under SFAS No. 123(R), see Note 19 of our financial statements in our Form 10-K for the year ended September 30, 2009. |
(2) |
As of September 30, 2009, Ms. Broader held outstanding options to purchase 5,000 shares of our common stock. |
(3) |
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. |
(4) |
As of September 30, 2009, Mr. Habermeyer held outstanding options to purchase 12,000 shares of our common stock. |
(5) |
Effective as of May 1, 2009, Mr. Reilly became an executive officer, other than a Named Executive Officer, who does not receive any additional compensation for services provided as a director. Compensation presented does not include any compensation earned as an employee. |
(6) |
As of September 30, 2009, Mr. Saltzman held outstanding options to purchase 5,000 shares of our common stock. |
(7) |
As of September 30, 2009, Mr. Shields held outstanding options to purchase 17,500 shares of our common stock. Mr. Shields was paid a retainer in the amount of CDN$18,750 for his services as Non-Executive Chairman of RJ Ltd., which was terminated on May 15, 2009 (included in All Other Compensation above). |
(8) |
As of September 30, 2009, Mr. Simmons held outstanding options to purchase 12,000 shares of our common stock. |
(9) |
As of September 30, 2009, Ms. Story held outstanding options to purchase 5,000 shares of our common stock. |
Executive Officer |
Basis |
|||||
---|---|---|---|---|---|---|
Thomas A. James Chairman and Chief Executive Officer RJF |
1.0% of total Company pre-tax profits. |
|||||
Jeffrey P. Julien Executive Vice President, Finance and Chief Financial Officer RJF; Chairman, Raymond James Bank, FSB |
0.3% of total Company pre-tax profits. |
|||||
Chet Helck 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 (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. |
* |
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 |
0.75% of total Company pre-tax profits. |
|||||
Paul C. Reilly President |
0.75% of total Company pre-tax profits; Guaranteed $1.5 million per hiring letter. |
|||||
Chet Helck 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: 5.0% of the first $25 million of such profits, plus, 4.0% of the next $25 million of such profits, plus, 3.0% of such profits exceeding $50 million; plus, participation in the Company Performance Bonus Pool. |
|||||
Jeffrey E. Trocin Executive Vice President, Equity Capital Markets 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 Executive 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. |
8% of the first CDN$10 million of pre-tax profits** of RJ Ltd.; plus, 5% of the next CDN$10 million of pre-tax profits** of RJ Ltd.; plus, 3.75% of the next CDN$10 million of pre-tax profits** of RJ Ltd.; plus, 2.5% of the next CDN$10 million of pre-tax profits** of RJ Ltd.; plus, 1.125% of the pre-tax profits** of RJ Ltd. exceeding CDN$40 million. |
* |
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. |
** |
Pre-tax profits is before interest on subordinated debt created as a result of the corporate structuring of the Goepel McDermid, Inc. acquisition. |
Name |
Year |
Salary (1) |
Bonus (2) |
Stock Awards (3) |
Option Awards (3) |
All Other Compensation (4) |
Total |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Thomas A. James
|
2009 | $ | 325,542 | $ | 1,925,000 | $ | 449,993 | | $ | 50,396 | $ | 2,750,931 | ||||||||||||||||||
Chairman and
CEO |
2008 | $ | 322,156 | $ | 2,300,000 | $ | 639,970 | | $ | 93,444 | $ | 3,355,570 | ||||||||||||||||||
2007 | $ | 309,000 | $ | 3,060,000 | $ | 559,994 | | $ | 175,376 | $ | 4,104,370 | |||||||||||||||||||
Jeffrey P.
Julien |
2009 | $ | 188,000 | $ | 710,000 | $ | 85,272 | $ | 57,441 | $ | 22,381 | $ | 1,063,094 | |||||||||||||||||
Executive VP,
Finance |
2008 | $ | 186,000 | $ | 772,500 | $ | 65,399 | $ | 60,449 | $ | 53,488 | $ | 1,137,836 | |||||||||||||||||
Chief Financial
Officer |
2007 | $ | 178,000 | $ | 832,000 | $ | 50,480 | $ | 52,230 | $ | 112,229 | $ | 1,224,939 | |||||||||||||||||
Chet Helck
|
2009 | $ | 302,000 | $ | 1,000,000 | $ | 307,130 | $ | 57,441 | $ | 25,564 | $ | 1,692,135 | |||||||||||||||||
COO |
2008 | $ | 299,000 | $ | 1,428,000 | $ | 439,149 | $ | 76,862 | $ | 53,151 | $ | 2,296,162 | |||||||||||||||||
2007 | $ | 286,750 | $ | 1,740,000 | $ | 181,744 | $ | 136,759 | $ | 118,425 | $ | 2,463,678 | ||||||||||||||||||
Richard K. Riess
|
2009 | $ | 270,000 | $ | 980,000 | $ | 315,272 | $ | 146,998 | $ | 27,311 | $ | 1,739,581 | |||||||||||||||||
Executive VP of
RJF, |
2008 | $ | 268,000 | $ | 1,452,000 | $ | 503,145 | $ | 81,683 | $ | 62,522 | $ | 2,367,350 | |||||||||||||||||
CEO and Director
of Eagle |
2007 | $ | 259,000 | $ | 1,836,000 | $ | 207,332 | $ | 65,711 | $ | 133,555 | $ | 2,501,598 | |||||||||||||||||
Van C. Sayler
|
2009 | $ | 216,000 | $ | 2,800,000 | $ | 119,105 | $ | 57,394 | $ | 19,281 | $ | 3,211,780 | |||||||||||||||||
Senior Vice
President |
2008 | $ | 216,000 | $ | 1,364,000 | $ | 30,487 | $ | 60,432 | $ | 48,781 | $ | 1,719,700 | |||||||||||||||||
Fixed Income
RJA |
2007 | $ | 199,385 | $ | 475,000 | $ | 55,146 | $ | 58,946 | $ | 109,613 | $ | 898,090 |
(1) |
Salaries for the Named Executive Officers were last increased in January 2008. The increased salaries were in effect for the last three quarters of fiscal year 2008 and all of fiscal year 2009. |
(2) |
The amounts disclosed in the Bonus column represent the annual cash bonus, as described in the CD&A, awarded to the Named Executive Officers. |
(3) |
The amounts shown in the Stock Awards and Option Awards columns represent the amount we recognized as an expense for financial statement reporting purposes in fiscal year 2009 for the fair value of equity awards granted to the Named Executive Officers in fiscal year 2009 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 19 of our financial statements in our Form 10-K for the fiscal year ended September 30, 2009. 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 fiscal year 2009 equity award was recognized entirely during fiscal year 2009. For Mr. Sayler and Mr. Julien, since they are not retirement-eligible, the expense for their fiscal year 2009 equity awards will be recognized in our financial statements over the vesting period. Prior to fiscal year 2009, Mr. Riess was retirement-eligible for awards made pursuant to our 2007 Stock Bonus Plan. During fiscal year 2009, Mr. Riess became retirement-eligible for awards made pursuant to all the plans in which he participates. Mr. Helck is retirement-eligible for awards made pursuant to our 2007 Stock Bonus Plan; however, he is not retirement-eligible for awards made pursuant to any other plans in which he participates. This difference in accounting for equity awards under SFAS No. 123(R) results in variability in the expense recognized for equivalent equity awards between retirement-eligible employees and non retirement-eligible employees in the Summary Compensation Table. |
(4) |
All Other Compensation for fiscal year 2009 includes our contributions to defined contribution plans, dividends on unvested stock and commissions: |
Name |
Employee Stock Ownership Plan Contribution |
Profit Sharing Contribution |
401(k) Company Match |
Deferred Compensation Plan Contribution (a) |
Deferred Compensation Plan Loss (a) |
Dividends on Unvested Stock |
Commissions |
Total All Other Compensation |
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Thomas A.
James |
$ | 2,990 | $ | 9,815 | | $ | 30,600 | ($28,400 | ) | $ | 25,513 | $ | 9,878 | $ | 50,396 | |||||||||||||||||||
Jeffrey P.
Julien |
$ | 2,990 | $ | 8,920 | $ | 750 | $ | 30,600 | ($24,618 | ) | $ | 3,636 | $ | 103 | $ | 22,381 | ||||||||||||||||||
Chet Helck
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$ | 2,990 | $ | 8,621 | $ | 750 | $ | 30,600 | ($29,243 | ) | $ | 11,391 | $ | 455 | $ | 25,564 | ||||||||||||||||||
Richard K.
Riess |
$ | 2,990 | $ | 8,920 | $ | 750 | $ | 30,600 | ($28,660 | ) | $ | 12,711 | | $ | 27,311 | |||||||||||||||||||
Van C. Sayler
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$ | 2,990 | $ | 8,770 | $ | 750 | $ | 30,600 | ($29,028 | ) | $ | 4,447 | $ | 752 | $ | 19,281 |
(a) |
See Nonqualified Deferred Compensation table for more information. |
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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12/5/2008 | 23,124 | | | $ | 449,993 | ||||||||||||||||
Jeffrey P.
Julien |
12/5/2008 | 3,982 | | | $ | 77,490 | ||||||||||||||||
Chet Helck
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12/5/2008 | 11,921 | | | $ | 231,983 | ||||||||||||||||
Richard K. Riess
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12/5/2008 | 12,230 | | | $ | 237,996 | ||||||||||||||||
Van C. Sayler
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12/5/2008 | 11,099 | | | $ | 215,987 |
(1) |
We grant restricted stock in lieu of a portion of the annual bonus awarded to highly compensated employees (see the CD&A 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 CD&A 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) before any forfeiture adjustments. For a description of the assumptions used in calculating the fair value of equity awards under SFAS No. 123(R), see Note 19 of our financial statements in our Form 10-K for the fiscal year ended September 30, 2009. |
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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| | | | 18,076 | (2) | $ | 420,809 | |||||||||||||||||||
| | | | 18,566 | (3) | $ | 432,216 | ||||||||||||||||||||
| | | | 23,124 | (4) | $ | 538,327 | ||||||||||||||||||||
Jeffrey P.
Julien |
3,750 | 11,250 | $ | 24.97 | 2/1/12 | (5) | 2,259 | (2) | $ | 52,590 | |||||||||||||||||
| 15,000 | $ | 30.44 | 1/27/14 | (6) | 2,552 | (3) | $ | 59,411 | ||||||||||||||||||
| | | | 3,982 | (4) | $ | 92,701 | ||||||||||||||||||||
Chet Helck
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3,750 | 11,250 | $ | 24.97 | 2/1/12 | (5) | 6,455 | (2) | $ | 150,272 | |||||||||||||||||
| 15,000 | $ | 30.44 | 1/27/14 | (6) | 8,993 | (3) | $ | 209,357 | ||||||||||||||||||
| | | | 11,921 | (4) | $ | 277,521 | ||||||||||||||||||||
Richard K. Riess
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3,750 | 11,250 | $ | 24.97 | 2/1/12 | (5) | 8,457 | (2) | $ | 196,879 | |||||||||||||||||
| 15,000 | $ | 30.44 | 1/27/13 | (7) | 9,689 | (3) | $ | 225,560 | ||||||||||||||||||
| | | | 12,230 | (4) | $ | 284,714 | ||||||||||||||||||||
Van C. Sayler
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3,750 | 11,250 | $ | 24.97 | 2/1/12 | (5) | 658 | (2) | $ | 15,318 | |||||||||||||||||
| 15,000 | $ | 30.44 | 1/27/14 | (6) | 725 | (3) | $ | 16,878 | ||||||||||||||||||
| | | | 11,099 | (4) | $ | 258,385 |
(1) |
The market value of the stock awards is based on the closing market price of our common stock as of September 30, 2009, which was $23.28. |
(2) |
The stock award was granted on December 1, 2006 and cliff vests in approximately three years from that date. |
(3) |
The stock award was granted on December 7, 2007 and cliff vests in approximately three years from that date. |
(4) |
The stock award was granted on December 5, 2008 and cliff vests in approximately three years from that date. |
(5) |
The option was granted six years and two months prior to the option expiration date. The unexercisable options vest 25% in four years, 25% in five years, and 25% in five years and two months from date of grant. |
(6) |
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. |
(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. |
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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| | 15,994 | $ | 275,257 | ||||||||||||||
Jeffrey P.
Julien |
18,000 | $ | 62,100 | 1,869 | $ | 32,165 | |||||||||||||
Chet Helck
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18,000 | $ | 62,100 | 5,997 | $ | 103,208 | |||||||||||||
Richard K. Riess
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16,200 | $ | 51,030 | 6,278 | $ | 108,044 | |||||||||||||
Van C. Sayler
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18,000 | $ | 53,460 | 1,599 | $ | 27,519 |
(1) |
Total number of shares underlying the options exercised during fiscal year 2009. |
(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 2009. |
(4) |
The value of the shares on November 28, 2008 (the date of vesting) using the closing market price for our common stock, which was $17.21. |
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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| $ | 30,600 | ($28,400 | ) | $ | 25,865 | $ | 818,576 | |||||||||||||
Jeffrey P.
Julien |
| $ | 30,600 | ($24,618 | ) | $ | 17,001 | $ | 470,477 | |||||||||||||
Chet Helck
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| $ | 30,600 | ($29,243 | ) | $ | 25,865 | $ | 327,855 | |||||||||||||
Richard K. Riess
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| $ | 30,600 | ($28,660 | ) | $ | 25,865 | $ | 671,287 | |||||||||||||
Van C. Sayler
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| $ | 30,600 | ($29,028 | ) | $ | 25,865 | $ | 503,555 |
(1) |
The amounts presented in these columns are included in the All Other Compensation table in footnote 4 to the Summary Compensation table. |
(2) |
The amounts presented in this column include previously and currently reported compensation with regards to Long Term Incentive Plan (LTIP) contributions made by us. The following amounts represent vested balances of the Named Executive Officers at September 30, 2009: Mr. James $695,532, Mr. Julien $311,615, Mr. Helck $177,580, Mr. Riess $548,243 and Mr. Sayler $340,042. |
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) |
3,148,205 | $ | 26.32 | 20,064,443 | (3) | |||||||||
Equity
compensation plans not approved by shareholders (4) |
1,466,221 | $ | 23.91 | 1,191,450 | ||||||||||
Total
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4,614,426 | $ | 25.55 | 21,255,893 |
(1) |
The weighted-average exercise price does not take into account the shares issued under our restricted stock and stock bonus plans, which have no exercise price. |
(2) |
We have six plans that were approved by shareholders: the 1992 and 2002 Incentive Stock Option Plans, each as amended, the 2003 Employee Stock Purchase Plan, as amended, the 2005 Restricted Stock Plan, as amended, the 2007 Stock Bonus Plan, as amended, and the 2007 Stock Option Plan for Independent Contractors. |
(3) |
Includes 2,125,838 shares remaining available for issuance under the 2007 Stock Bonus Plan, as amended, 6,156,855 shares remaining available for issuance under the 2005 Restricted Stock Plan, as amended, and 4,226,762 shares remaining available for issuance under the 2003 Employee Stock Purchase Plan, as amended, as of September 30, 2009. |
(4) |
We have two non-qualified option plans that were not required to be approved by shareholders under which we will continue to grant awards. |
PROPOSAL
2: |
TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2009 |
2008 |
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Audit
fees |
$ | 2,295,698 | $ | 1,937,992 | ||||||
Audit-related
fees(a) |
250,000 | | ||||||||
Tax fees(b) |
37,500 | 137,457 | ||||||||
All other
fees(c) |
38,000 | 8,500 |
(a) |
Comfort Letter fees. |
(b) |
Tax fees include fees related to the preparation of Canadian tax returns, consultation on various Canadian tax matters, including support during income tax audit or inquiries. |
(c) |
Consulting fees related to reporting required by regulations and client tax reporting. |
PROPOSAL
3: |
TO RE-APPROVE THE SENIOR MANAGEMENT INCENTIVE PLAN FOR OUR EXECUTIVE OFFICERS |
Amount of Award |
Percentage to be Paid in Stock |
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$250,000
$499,999.00 |
10% of the amount
in excess of $250,000, if bonus award is at least $275,000. |
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$500,000
$999,999.00 |
15% of the amount
in excess of $499,999.99. |
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$1,000,000 or
more |
20% of the amount
in excess of $999,999.99. |
Portion of Bonus Award |
Percentage that portion to be Paid in Stock |
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$250,000.00
$499,999.00 |
10% of the amount
in excess of $250,000, if bonus award is at least $275,000. |
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$500,000.00
$999,999.00 |
15% of the amount
in excess of $499,999.99. |
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$1 million or
more |
20% of the amount
in excess of $999,999.99. |
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7days a week.
Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the shareholder meeting date.
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Raymond James Financial, Inc. |
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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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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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WO#
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FOLD AND DETACH HERE |
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FOR |
WITHHOLD |
*EXCEPTIONS |
1. |
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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01 |
Shelley G. Broader |
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Paul C. Reilly |
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Francis S. Godbold |
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Robert P. Saltzman |
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03 |
H. William Habermeyer, Jr. |
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Kenneth A. Shields |
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Chet Helck |
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Hardwick Simmons |
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05 | Thomas A. James | 10 | Susan N. Story | ||||
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(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the Exceptions box above and write that nominee's name in the space provided below.) | ||||||
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*Exceptions |
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Please mark your votes as indicated in this example |
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FOR |
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ABSTAIN |
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2. |
To ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as the Company's independent registered public accounting firm. |
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3. |
To re-approve the Senior Management Incentive Plan for Company executive officers. |
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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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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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Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 2009 Annual Report to Shareholders are available at: http://www.raymondjames.com/about/shareholders_meeting.htm |
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FOLD AND DETACH HERE |
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PROXY |
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The undersigned hereby revokes any proxy previously granted and appoints Thomas A. James and Paul C. Reilly, 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 11, 2009 at the annual meeting of shareholders to be held on February 18, 2010, 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, and 3. |
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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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