Piper Jaffray Companies - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 17 2008 - 12:05PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the
Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section 240.14a-12
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PIPER JAFFRAY COMPANIES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which
transaction applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11( a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Email from Andrew S. Duff to all employees
Subject Line: Piper Jaffray Shareholders please vote FOR
March 17, 2008
Dear Colleagues,
I am writing to you today to highlight several key business items to be addressed at the companys
May 7 annual meeting of shareholders:
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Election of three directors,
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Ratification of the selection of Ernst & Young LLP as independent auditor, and
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Approval of our Amended and Restated 2003 Annual and Long-Term Incentive Plan.
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Those of you who are shareholders of Piper Jaffray will be asked to vote on these items after you
have reviewed the proxy statement and the annual report. If you hold shares in the Piper Jaffray
Companies Retirement Plan or shares of restricted stock, please look for your proxy materials and
voting instructions via e-mail. The subject line of the e-mail will be
PIPER JAFFRAY COMPANIES
2008 Annual Meeting
. If you hold shares in a personal brokerage account, you will receive a
package in the mail with the proxy materials and voting instructions. If you receive both an
e-mail and a mailing, it is important that you submit votes for all shares held.
Employee ownership is critical to our long-term strategy and to our near-term competitiveness.
Given that, I want to call your attention to the approval of our Amended and Restated 2003 Annual
and Long-Term Incentive Plan. The primary purpose for amending the Incentive Plan is to increase
by one million the number of shares of Piper Jaffray common stock that may be issued under the
plan. This increase is designed to help us support three important objectives:
First, equity awards constitute a large portion of the annual incentive compensation granted to
employees each year. Currently, the number of shares available under the Incentive Plan is
insufficient to maintain our historical levels of equity compensation awards. Furthermore, because
equity awards vest and are amortized over time, offsetting them with cash payments would negatively
impact our 2008 operating results.
Second, as discussed in the proxy statement, our board of directors seeks to more firmly align
executive compensation and shareholder value by establishing a performance-based equity grant for
each member of our Management Committee in 2008. This equity award would be contingent upon the
company meeting a targeted return on equity (ROE) and would be forfeited if that ROE target were
not achieved within five years.
Finally, we intend to increase our use of equity for recruiting and retention. As partners in this
company, we all recognize the value of being able to attract and retain top talent across the
firmand the increasing challenges presented by competition for talent in our industry.
As noted above, we will be unable to meet these important objectives without shareholder approval
of the Incentive Plan amendment.
If you are a shareholder, your vote FOR the approval of the
requested shares is very important to our firms future success.
Thank you for your consideration
of this issue and your continued partnership and commitment to achieving our mission of building a
leading, international middle-market investment bank.
Sincerely,
Andrew
Piper Jaffray Companies (NYSE:PJC)
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