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

Date of Report (Date of earliest event reported):

February 23 , 2013

GLEACHER & COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-14140

(Commission File Number)

22-2655804

(IRS Employer Identification No.)

1290 Avenue of the Americas

New York, New York

(Address of Principal Executive Offices)

10104

(Zip Code)

(212) 273-7100

(Registrant’s telephone number, including area code)

(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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.

In a letter dated February 23, 2013, four current directors of Gleacher & Company, Inc. (the “Company”), Henry S. Bienen,  Robert A. Gerard, Bruce Rohde and Robert S. Yingling, informed the Company that they do not intend to stand for re-election at the Company’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”), currently expected to be held in May.  The letter also stated that, should the situation change in the interim, they may be willing to reconsider their decision not to stand.  The directors’ decision not to stand for re-election was not the result of any disagreement with the Company relating to the Company’s operations,  policies or practices.  A copy of the letter is filed herewith as exhibit 99.1.

Item 7.01Regulation FD Disclosure.

The Company announced the matter described in Item 5.02 above in a press release issued on February 25, 2013. The press release is filed herewith as Exhibit 99.2.

The information in Item 7.01 of this Form 8-K and the Exhibit 99.2 attached hereto 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 of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01.Other Events.

Also on February 23, 2013, the Company  received a submission by MatlinPatterson FA Acquisition LLC, a significant holder of the Company’s common stock,  of a slate of eight nominees, including current directors Marshall Cohen, Mark R. Patterson and Christopher R. Pechock, for election to the Company’s Board of Directors at the Annual Meeting, currently expected to be held in May.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

99.1 - Letter dated February 23, 2013.

99.2 - Press Release of Gleacher & Company, Inc. dated February 25, 2013.

Important Additional Information

Gleacher & Company, Inc., its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Gleacher stockholders in connection with the matters to be considered at Gleacher’s 2013 Annual Meeting. Gleacher intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Gleacher stockholders. Gleacher STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of Gleacher’s directors and executive officers in Gleacher stock, restricted stock and options is included in their SEC filings on Forms 3, 4 and 5, which can be found at the Company’s website (www.gleacher.com) in the section “Investor Relations-SEC Filings.” More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Gleacher’s 2013 Annual Meeting. Information can also be found in Gleacher’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 20, 2012. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Gleacher with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Gleacher’s website at www.gleacher.com or by writing to Gleacher & Company, Inc. at 1290 Avenue of the Americas, New York, New York 10104.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLEACHER & COMPANY, INC.
	By:	/s/ Thomas J. Hughes
	Name:	Thomas J. Hughes
	Title:	Chief Executive Officer
Dated: February 25, 2013

3

EX-99.1

Exhibit 99.1

February 23, 2013 VIA FACSIMILE 212-273-7321

THOMAS J. HUGHES

Chief Executive Officer

Gleacher & Company, Inc.

1290 Avenue of the Americas

New York, NY 10104

Dear Tom:

We are writing to inform you that it is not our intention to stand for re-election to the Company’s Board of Directors at the next Annual Meeting.

As you know, last June the Board of Directors unanimously adopted a resolution appointing a Special Committee to review and evaluate strategic alternatives with respect to the Company.  In order to represent all shareholders, without conflict, that resolution required that the members of the Special Committee be completely independent. Accordingly, executive officers of the Company (i.e., you as CEO and Eric Gleacher as Executive Chairman) and/or significant shareholders or their representatives (i.e., Matlin-Patterson holding 28% and Mr. Gleacher holding 11+%) were disqualified from serving.

The four signatories to this letter comprise the Special Committee.  Since our formation, with the assistance of our advisors, Credit Suisse and Cahill Gordon & Reindel, the Committee has conducted extensive discussions and evaluations of numerous strategic alternatives and actively engaged with many parties. The primary criterion the Committee employed in its work was whether the specific proposition under consideration would be likely to enhance value for all of the Company’s shareholders.

The Special Committee may continue to seek, receive, and evaluate strategic alternatives. However, we understand that the large shareholders referenced above will oppose the election of each of the members of the Special Committee. Specifically, partners of Matlin-Patterson have advised us that their firm opposes our re-election and that it intends to submit an alternative slate of directors for inclusion in the Proxy Statement. We have good reason to believe that Mr. Gleacher also would vote his shares against us were we to run. These shareholders are of course entitled to their own views regarding the future direction of the Company and vote

their shares in a manner that best suits their own interests. Whatever may be the case, given the intentions they have expressed, it is a virtual certainty that if we were to stand for re-election, we would not be elected.

With the likelihood of our election so remote, we do not believe it would be in the best interests of the Company to force it to incur the distraction and expense of a contested election. Under these circumstances, we will be precluded from continuing to serve the Company and its shareholders. Should the situation change in the interim, we may be willing to reconsider our decision not to stand.

Yours very truly,

/s/ Robert Yingling

Robert Yingling, Chairman, Special Committee

/s/ Henry Bienen

Henry Bienen, Member, Special Committee

/s/ Robert Gerard

Robert Gerard, Member, Special Committee

/s/ Bruce Rohde

Bruce Rohde, Member, Special Committee

cc:Cahill Gordon & Reindel

Credit Suisse

Covington & Burling

Patricia Arciero-Craig, General Counsel

EX-99.2

Exhibit 99.2

Gleacher & Company Announces Planned Board of Directors Transition

as of 2013 Annual Stockholders Meeting in May

Company Expresses Gratitude to
Dr. Bienen, Messrs. Gerard, Rohde and Yingling for Years of Service

Played Key Role in Review of Strategic Options

NEW YORK, NY— Feb. 25, 2013 — Gleacher & Company, Inc. (Nasdaq: GLCH) today announced that four of its independent directors, Dr. Henry Bienen, Robert Gerard, Bruce Rohde and Robert Yingling, have informed the Company that they do not currently plan to stand for reelection at the Company’s upcoming 2013 Annual Stockholders Meeting currently expected to be held in May.

Tom Hughes, the Company’s Chief Executive Officer, said, “We have been most fortunate to have had available to us the dedication, judgment and keen intellect of these independent directors.  Their support of management and our efforts to build a first class financial services firm has been invaluable.  In addition, they played a critical role as members of the Special Committee of the Board of Directors conducting the strategic review over the past several months.  We will all miss them, professionally as well as personally, and certainly wish them the best.”

About Gleacher & Company

Gleacher & Company, Inc. (Nasdaq: GLCH) is an independent investment bank that provides corporate and institutional clients with strategic and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as capital raising, research based investment analysis, and securities brokerage services.  For more information, please visit www.gleacher.com.

Forward Looking Statements

This press release contains “forward-looking statements.” These statements are not historical facts but instead represent the Company’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. The Company’s forward-looking statements are subject to various risks and uncertainties, including the conditions of the securities markets, generally, and demand for the Company’s services within those markets and other risks and factors identified from time to time in the Company’s filings with the Securities and Exchange Commission. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in its forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. The Company does not undertake to update any of its forward-looking statements.

1

Important Additional Information

Gleacher & Company, Inc., its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Gleacher stockholders in connection with the matters to be considered at Gleacher’s 2013 Annual Meeting. Gleacher intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from Gleacher stockholders. Gleacher STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of Gleacher’s directors and executive officers in Gleacher stock, restricted stock and options is included in their SEC filings on Forms 3, 4 and 5, which can be found at the Company’s website (www.gleacher.com) in the section “Investor Relations-SEC Filings.” More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Gleacher’s 2013 Annual Meeting. Information can also be found in Gleacher’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 20, 2012. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Gleacher with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at Gleacher’s website at www.gleacher.com or by writing to Gleacher & Company, Inc. at 1290 Avenue of the Americas, New York, New York 10104.

For Additional Information Please Contact:

Investor Contact	Media Contact
Gleacher & Company, Inc.	Marcia Horowitz
Thomas J. Hughes	Rubenstein Associates
Chief Executive Officer	212.843.8014
212.273.7100

2