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 11, 2017 |
Date of report (Date of earliest event reported) |
PIPER JAFFRAY COMPANIES |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | 1-31720 | 30-0168701 | ||
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
800 Nicollet Mall, Suite 1000 Minneapolis, Minnesota | 55402 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(612) 303-6000 |
(Registrant's Telephone Number, Including Area Code) |
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):
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))
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) | The Company’s 2017 annual meeting of shareholders was held on May 11, 2017. The holders of 11,789,045 shares of common stock, 77.74 percent of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy. |
(b) | At the annual meeting, Andrew S. Duff, William R. Fitzgerald, Michael E. Frazier, B. Kristine Johnson, Addison L. Piper, Sherry M. Smith, Philip E. Soran, Scott C. Taylor and Michele Volpi were elected as directors to serve a one-year term expiring at the annual meeting of shareholders in 2018. The following table shows the vote totals for each of these individuals: |
Name | Votes For | Votes Against | Abstentions | ||||||
Andrew S. Duff | 10,055,159 | 355,301 | 14,556 | ||||||
William R. Fitzgerald | 10,367,128 | 45,048 | 12,840 | ||||||
Michael E. Frazier | 10,385,912 | 26,562 | 12,542 | ||||||
B. Kristine Johnson | 10,273,795 | 138,436 | 12,785 | ||||||
Addison L. Piper | 10,329,412 | 82,689 | 12,915 | ||||||
Sherry M. Smith | 10,298,689 | 113,718 | 12,609 | ||||||
Philip E. Soran | 10,395,876 | 16,663 | 12,477 | ||||||
Scott C. Taylor | 10,325,668 | 86,815 | 12,533 | ||||||
Michele Volpi | 10,271,826 | 83,704 | 69,486 | ||||||
Broker non-votes for each director totaled 1,364,029.
At the annual meeting, our shareholders also approved the proposal to ratify the selection of Ernst & Young LLP as the independent auditor for 2017. The following table indicates the specific voting results for this proposal:
Proposal | Votes For | Votes Against | Abstentions | |||||||
Ratify the selection of Ernst & Young LLP as the independent auditor for 2017. | 11,541,507 | 231,590 | 15,948 | |||||||
At the annual meeting, our 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:
Proposal | Votes For | Votes Against | Abstentions | |||||||
Advisory (non-binding) resolution approving the compensation of the officers disclosed in the proxy statement, or a “say-on-pay” vote. | 9,929,328 | 470,171 | 25,517 | |||||||
Broker non-votes for this proposal totaled 1,364,029.
At the annual meeting, our shareholders also cast an advisory vote on the frequency of future "say-on-pay" votes. The following table indicates the specific voting results for this proposal:
Proposal | One Year | Two Years | Three Years | Abstentions | |||||||||
Advisory (non-binding) resolution on the frequency of future “say-on-pay” votes. | 7,774,269 | 9,312 | 2,576,003 | 65,432 | |||||||||
Broker non-votes for this proposal totaled 1,364,029.
(d) | Based on the results of the advisory vote recommending the frequency of future "say-on-pay" votes, the Board of Directors has determined to include a shareholder vote on executive compensation in its proxy materials on an annual basis. |
SIGNATURE
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.
PIPER JAFFRAY COMPANIES | ||||||
Date: May 12, 2017 | By | /s/ John W. Geelan | ||||
John W. Geelan | ||||||
General Counsel and Secretary | ||||||