Item 5.07. Submission of Matters to a Vote of Security Holders.
At a Special Meeting of Shareholders of TriState Capital Holdings, Inc. (the
"Company") held on Monday, February 28, 2022, at 9:00 a.m. Eastern time (the
"Special Meeting"), shareholders holding 29,214,584 shares of the Company's
common stock, no par value, were present, individually or by proxy, representing
approximately 87% of the 33,581,303 shares of the Company's common stock that
were issued and outstanding as of January 20, 2022, the record date for the
Special Meeting.
At the Special Meeting, a quorum was present and the Company's shareholders
approved the adoption of the Agreement and Plan of Merger, dated October 20,
2021 (the "Merger Agreement"), among Raymond James Financial, Inc. ("Raymond
James"), Macaroon One LLC ("Merger Sub 1"), Macaroon Two LLC ("Merger Sub 2")
and the Company, which provides that, upon the terms and subject to the
conditions set forth in the Merger Agreement, Merger Sub 1 will merge with and
into the Company, with the Company remaining as the surviving entity in such
merger and a wholly owned subsidiary of Raymond James and, following such
merger, the Company will merge with and into Merger Sub 2, with Merger Sub 2
remaining as the surviving entity in such merger and a wholly owned subsidiary
of Raymond James (such mergers, collectively, the "Merger"), for consideration
per share of the Company's common stock of $6.00 in cash and 0.25 of a share of
common stock, $0.01 par value per share, of Raymond James (the "Merger
Proposal"). A proposal to adjourn the Special Meeting to another time or place,
if necessary or appropriate, to permit, among other things, further solicitation
of proxies if necessary to obtain additional votes in favor of the Merger
Proposal (the "Adjournment Proposal") had also been proposed to the Company's
shareholders, but no vote was taken with respect to such proposal since the
Merger Proposal had been approved by the Company's shareholders and the
adjournment of the Special Meeting contemplated by the Adjournment Proposal was
not deemed to be necessary or appropriate. The Merger Proposal and the
Adjournment Proposal are described in further detail in the Company's definitive
proxy statement for the Special Meeting filed with the Securities and Exchange
Commission on Schedule 14A on January 25, 2022.
Votes cast at the Special Meeting were as follows:
Broker
For Against Abstain Non-Votes
Merger Proposal 29,203,539 1,317 9,728 -
2
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TRISTATE CAPITAL HOLDINGS, INC. 
