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 OfficersItem 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