PIPER JAFFRAY COMPANIES (NYSE:PJC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

PIPER JAFFRAY COMPANIES (NYSE:PJC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Piper Jaffray Companies (the “Company”) has elected Debbra L. Schoneman and Thomas S. Schreier,Jr. to serve as directors of the Company each for an initial term expiring at the Company’s 2019 annual meeting of shareholders. Upon the recommendation of the Nominating and Governance Committee of the Board, Ms.Schoneman’s election became effective on September12, 2018, and Mr.Schreier’s election became effective on September14, 2018. As a result of these elections, the size of the Company’s Board increased by two, to eleven directors.

Ms.Schoneman has been the Company’s President since January2018, and previously served as the Company’s Chief Financial Officer and Global Head of Equities. Mr.Schreier was formerly the vice chairman of Nuveen Investments,Inc., and chairman of its largest investment adviser, Nuveen Asset Management (“Nuveen”), from 2011 to 2014, and, following Nuveen’s acquisition by TIAA, from 2014 to 2016.

Mr.Schreier has not been appointed to serve on any committee of the Board and the committees on which Mr.Schreier is expected to serve have not been determined as of the date of filing of this Current Report on Form8-K. The Board expects to determine the committees to which Mr.Schreier will be appointed in November2018.

In connection with his service on the Board, Mr.Schreier will participate in the Company’s 2018 non-employee director compensation program, receiving a pro-rated $60,000 annual cash retainer, a $60,000 initial equity grant and a pro-rated $80,000 annual equity grant. Mr.Schreier also will receive a pro-rated cash retainer for his service on any Board committees during 2018, which annual retainer amounts are $25,000 for the chairperson and $10,000 for other members of the Audit Committee, and $15,000 for the chairperson and $5,000 for other members of each of the Compensation Committee and the Nominating and Governance Committee.

As an employee director, Ms.Schoneman will not serve on any committees of the Board and will not receive any additional compensation for her service as a member of the Board.

There are no arrangements or understandings between Ms.Schoneman or Mr.Schreier and any other persons to which Ms.Schoneman or Mr.Schreier was selected as a director of the Company. There are no relationships or related transactions between each of Ms.Schoneman and Mr.Schreier and the Company that would be required to be reported under Item 404(a)of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On September14, 2018, the Company issued a press release announcing the events discussed in Item 5.02 above, the text of which is furnished as Exhibit99 hereto. The information contained in this Item 7.01 and Exhibit99 is being furnished, and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or otherwise subject to the liabilities under Section18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit99 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Press Release dated September14, 2018.


PIPER JAFFRAY COMPANIES Exhibit
EX-99 2 a18-28124_1ex99.htm EX-99 Exhibit 99   Piper Jaffray Companies 800 Nicollet Mall,…
To view the full exhibit click here

About PIPER JAFFRAY COMPANIES (NYSE:PJC)

Piper Jaffray Companies is an investment bank and asset management company, which serves the needs of corporations, private equity groups, public entities, non-profit entities and institutional investors in the United States and internationally. The Company provides products and services, including equity and debt capital markets products, financial advisory services, equity and fixed income institutional brokerage, equity and fixed income research, and asset management services. Its segments include Capital Markets and Asset Management. The Capital Markets segment provides investment banking and institutional sales, trading and research services for various equity and fixed income products. The Capital Markets segment also includes the alternative asset management funds and its principal investments. The Asset Management segment includes its traditional asset management business and its investments in registered funds and private funds or partnerships that it manages.

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