Washington, D.C.  20549


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

November 29, 2018
Date of report (date of earliest event reported)

Raymond James Financial, Inc.
(Exact Name of Registrant as Specified in Its Charter)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)
(IRS Employer Identification No.)

880 Carillon Parkway, St. Petersburg, FL 33716
(Address of Principal Executive Offices)  (Zip Code)

(727) 567-1000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company o

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

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

(e) On November 29, 2018, the Corporate Governance, Nominating and Compensation Committee of the Board of Directors of Raymond James Financial, Inc. (the "Company") approved restricted stock unit retention awards to certain executive officers pursuant to amended forms of Award Agreement under the Company’s Amended and Restated 2012 Stock Incentive Plan that contain revised and additional restrictive covenants. The new forms of Award Agreement permit continued vesting on the original schedule of RSU Awards in the event of the grantee’s retirement, provided that the grantee continues to comply with covenants relating to non-competition, non-recruitment, non-solicitation and confidentiality. In addition, the forms of Award Agreement require the grantee to give the Company 90-days’ advance notice of any voluntary termination and permit the Company, at its election, to place the grantee on paid administrative leave during the duration of the notice period.

Copies of the amended forms of Award Agreement for these awards, namely those to be made to (1) our Chairman and Chief Executive Officer Mr. Reilly, (2) any of the Company’s executive officers residing in Canada, and (3) any other executive officer of the Company, are attached to this Current Report as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:

Exhibit No.

10.1 Form of RSU Non-Bonus Award Notice and Agreement - 2018 Retirement - Restrictive Covenants - Mr. Paul C. Reilly

10.2 Form of RSU Non-Bonus Award Notice and Agreement - 2018 Retirement - Restrictive Covenants - Canadian Employees

10.3 Form of RSU Non-Bonus Award Notice and Agreement - 2018 Retirement - Restrictive Covenants


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 6, 2018
/s/ Jeffrey P. Julien
Jeffrey P. Julien
Executive Vice President - Finance
and Chief Financial Officer