8-K

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

November 9, 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 7.01.Regulation FD Disclosure.

On November 9, 2017, Piper Jaffray Companies (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”) approved a new dividend policy intended to return from 30% to 50% of its non-GAAP net income to shareholders each year, beginning with the Company’s fiscal year ending December 31, 2017.  After taking into account the regular quarterly dividends made during each fiscal year, the Board intends to declare an annual special dividend payable to shareholders of the Company in the first quarter of each year to return from 30% to 50% of its non-GAAP net income from the previous fiscal year. The Board also intends to increase its regular quarterly dividend from $0.3125 per share to $0.375 per share beginning in the first quarter of the Company’s fiscal year ending December 31, 2018.  The Board will continue to review the dividend policy as part of the Company’s commitment to maximizing shareholder value, taking into consideration overall financial performance and market conditions.  A copy of the press release is furnished as Exhibit 99 hereto.

The information contained in this Item 7.01 and Exhibit 99 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit 99 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are subject to significant risks and uncertainties that are difficult to predict. These forward-looking statements cover, among other things, statements made about the Company’s intent and ability to pay annual and quarterly dividends to its shareholders, or other similar matters. Forward-looking statements involve inherent risks and uncertainties, both known and unknown, and important factors could cause actual results to differ materially from those anticipated or discussed in the forward-looking statements. A further listing and description of these and other risks, uncertainties and important factors can be found in the sections titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and updated in the Company’s subsequent reports filed with the Securities and Exchange Commission.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99Press Release dated November 9, 2017.

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: November 9, 2017	By	/s/ John W. Geelan
		John W. Geelan
		General Counsel and Secretary

EX-99

Exhibit 99

	Piper Jaffray Companies
	800 Nicollet Mall, Suite 1000
	Minneapolis, MN 55402
	CONTACT
	Thomas Smith
	Investor Relations
	Tel: 612 303-6336
F O R  I M M E D I A T E  R E L E A S E	thomas.g.smith@pjc.com

Piper Jaffray Announces a 20% Increase in Quarterly Dividends and a New Annual Special Dividend

MINNEAPOLIS, November 9, 2017 — Piper Jaffray Companies (NYSE: PJC), a leading investment bank and asset management firm, today announced that its Board of Directors has approved a new dividend policy intended to return from 30% to 50% of its non-GAAP net income to shareholders each year, beginning with fiscal year 2017. After taking into account the regular quarterly dividends made during the year, the Board of Directors intends to declare an annual special dividend payable in the first quarter of each year to return from 30% to 50% of its non-GAAP net income from the previous fiscal year. The Board of Directors also intends to increase its regular quarterly dividend by 20% from $0.3125 per share to $0.375 per share beginning in the first quarter of fiscal year 2018.

“Today’s announcement is a result of the tremendous progress that we’ve made over the past five years to grow our advisory business, which generates significant earnings and requires less capital to operate,” said Andrew S. Duff, chairman and CEO of Piper Jaffray. “This new policy is intended to be a consistent component of our capital deployment strategy, and another means of providing returns to our shareholders. The level of earnings we are now generating allows us to take a balanced approach of returning capital to our shareholders while continuing to invest in the business to drive growth and enhance shareholder returns. We will continue to pursue both organic and strategic opportunities that we believe make sense for our company and shareholders.”

The Piper Jaffray Board of Directors will continue to review the dividend policy as part of the company’s commitment to maximizing shareholder value, taking into consideration overall financial performance and market conditions.

About Piper Jaffray

Piper Jaffray Companies (NYSE: PJC) is a leading investment bank and asset management firm. Securities brokerage and investment banking services are offered in the U.S. through Piper Jaffray & Co., member SIPC and FINRA; in Europe through Piper Jaffray Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Jaffray Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Asset management products and services are offered through five separate investment advisory affiliates—U.S. Securities and Exchange Commission (SEC) registered Advisory Research, Inc., Piper Jaffray Investment Management LLC, PJC Capital Partners LLC and Piper Jaffray & Co., and Guernsey-based Parallel General Partners Limited, authorized and regulated by the Guernsey Financial Services Commission.

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Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are subject to significant risks and uncertainties that are difficult to predict. These forward-looking statements cover, among other things, statements made about our intent and ability to pay annual and quarterly dividends to our shareholders, or other similar matters. Forward-looking statements involve inherent risks and uncertainties, both known and unknown, and important factors could cause actual results to differ materially from those anticipated or discussed in the forward-looking statements. A further listing and description of these and other risks, uncertainties and important factors can be found in the sections titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2016, and updated in our subsequent reports filed with the SEC (available at our website at piperjaffray.com and at the SEC website at sec.gov).

Forward-looking statements speak only as of the date they are made, and readers are cautioned not to place undue reliance on them. We undertake no obligation to update them in light of new information or future events.

© 2017 Piper Jaffray Companies, 800 Nicollet Mall, Suite 1000, Minneapolis, Minnesota 55402-7036

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