UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 16, 2014

WADDELL & REED FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

6300 Lamar Avenue

Overland Park, Kansas 66202

(Address of Principal Executive Offices) (Zip Code)

(913) 236-2000

(Registrant’s Telephone Number, including Area Code)

(Registrant’s 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 (see General Instruction A.2. below):

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

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

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

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

ITEM 5.03                                  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On October 16, 2014, the Board of Directors of Waddell & Reed Financial, Inc. (the “Company”) approved an amendment to the Company’s bylaws, effective immediately, which added a new Article VIII to the Company’s bylaws providing that unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for adjudication of certain derivative and other actions against the Company, its directors, officers or employees shall be a state or federal court within the State of Delaware.

The above summary of the amendment to the Company’s bylaws is qualified in its entirety by reference to the Company’s amended and restated bylaws, a copy of which is attached to this current report as Exhibit 3.1 and incorporated by reference herein.

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Item 9.01                                           Financial Statements and Exhibits.

(d)         Exhibits.

3.1                             Amended and Restated Bylaws of Waddell & Reed Financial, Inc.

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SIGNATURES

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

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EXHIBIT INDEX

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