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
| February 5, 2013 |
| 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 800 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 5, 2013, the Board of Directors of Piper Jaffray Companies (the “Company”) increased the size of the Board by one, to ten directors, and elected Philip E. Soran to serve as a director of Company for an initial term expiring at the Company's 2013 annual meeting of shareholders. Mr. Soran is the retired president of Dell Compellent and co-founder and former chairman, CEO and president of Compellent Technologies Inc., an enterprise storage solutions provider. Mr. Soran will join the Audit Committee of the Board of Directors effective February 5, 2013. He will participate in the Company's 2013 non-employee director compensation program, receiving a pro-rated $60,000 annual cash retainer, a $60,000 initial equity grant and a pro-rated $60,000 annual equity grant to be granted the day of the 2013 annual meeting of shareholders. The Company expects that the size of the Board will decrease following its 2013 annual meeting of shareholders.
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.
| PIPER JAFFRAY COMPANIES | ||||||
| Date: February 6, 2013 | By | /s/ John W. Geelan | ||||
| John W. Geelan | ||||||
| General Counsel and Secretary | ||||||