Current Report Filing (8-k)
May 20 2019 - 4:31PM
Edgar (US Regulatory)
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
May 17, 2019
Date of report (Date of earliest event reported)
PIPER JAFFRAY COMPANIES
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-31720
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30-0168701
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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800 Nicollet Mall, Suite 1000
Minneapolis, Minnesota
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55402
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(Address of Principal Executive Offices)
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(Zip Code)
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(612) 303-6000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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PJC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07.
Submission of Matters to a Vote of Security Holders
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(a)
On May 17, 2019, Piper Jaffray Companies (the “Company”) held its 2019 annual meeting of shareholders (the “Annual Meeting”). The holders of 12,398,100 shares of common stock of the Company, constituting 87.13 percent of the outstanding shares entitled to vote as of the record date, were represented at the Annual Meeting either in person or by proxy.
(b)
At the Annual Meeting, Chad R. Abraham, William R. Fitzgerald, B. Kristine Johnson, Addison L. Piper, Debbra L. Schoneman, Thomas S. Schreier, Sherry M. Smith, Philip E. Soran and Scott C. Taylor were elected as directors to serve a one-year term expiring at the Company’s annual meeting of shareholders in 2020. The following table shows the vote totals for each of these individuals:
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Name
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Votes For
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Votes Against
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Abstentions
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Chad R. Abraham
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10,232,760
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230,776
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9,483
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William R. Fitzgerald
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10,409,967
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52,175
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10,877
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B. Kristine Johnson
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10,394,119
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69,444
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9,456
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Addison L. Piper
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10,436,896
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26,243
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9,880
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Debbra L. Schoneman
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10,239,768
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222,810
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10,441
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Thomas S. Schreier
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10,419,303
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44,073
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9,643
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Sherry M. Smith
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10,271,464
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190,956
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10,599
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Philip E. Soran
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10,404,078
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58,285
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10,656
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Scott C. Taylor
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10,410,124
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52,111
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10,784
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Broker non-votes for each director totaled 1,925,081.
At the Annual Meeting, the Company’s shareholders also approved the proposal to ratify the selection of Ernst & Young LLP as the independent auditor for the Company’s fiscal year ending December 31, 2019. The following table indicates the specific voting results for this proposal:
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Proposal
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Votes For
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Votes Against
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Abstentions
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Ratify the selection of Ernst & Young LLP as the independent auditor for 2019.
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12,257,019
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130,946
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10,135
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At the Annual Meeting, the Company’s shareholders also cast an advisory vote to approve the compensation of officers disclosed in the proxy statement, or a “say-on-pay” vote. The following table indicates the specific voting results for this proposal:
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Proposal
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Votes For
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Votes Against
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Abstentions
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Advisory (non-binding) resolution approving the compensation of the officers disclosed in the proxy statement, or a “say-on-pay” vote.
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10,194,912
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250,428
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27,679
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Broker non-votes for this proposal totaled 1,925,081.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PIPER JAFFRAY COMPANIES
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Date: May 20, 2019
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By:
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/s/ John W. Geelan
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John W. Geelan
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General Counsel and Secretary
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3
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