false0001230245 0001230245 2020-05-15 2020-05-15


 
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 15, 2020
Date of report (Date of earliest event reported)
_________________________________ 
 
 
PIPER SANDLER COMPANIES
 
 
 
(Exact Name of Registrant as Specified in its Charter)
 
_________________________________ 
Delaware
 
1-31720
 
30-0168701
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
800 Nicollet Mall
Suite 900
 
 
 
 
 
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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:
Title of Each Class
Trading Symbol
Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share
PIPR
The New York Stock Exchange

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  ☐

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.  ☐
 




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On May 15, 2020, at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Piper Sandler Companies (the “Company”), the Company’s shareholders approved an amendment to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan (the “Incentive Plan”) that increased the aggregate number of shares that may be issued under the Incentive Plan by 1,200,000 shares, from a total of 8,200,000 shares to 9,400,000 shares. The Incentive Plan, as amended and restated, is incorporated herein by reference to Appendix A of the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 3, 2020.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
(a)
The Company’s Annual Meeting was held on May 15, 2020. The holders of 15,202,051 shares of common stock of the Company, constituting 88.39 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, Jonathan J. Doyle, William R. Fitzgerald, Victoria M. Holt, 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 2021. The following table shows the vote totals for each of these individuals:

Name
 
Votes For
 
Votes Against
 
Abstentions
Chad R. Abraham
 
13,195,131

 
853,247

 
84,287

Jonathan J. Doyle
 
13,281,553

 
833,335

 
17,777

William R. Fitzgerald
 
13,854,834

 
208,904

 
68,927

Victoria M. Holt
 
10,394,101

 
3,649,017

 
89,547

Addison L. Piper
 
13,399,315

 
666,950

 
66,400

Debbra L. Schoneman
 
13,257,974

 
839,384

 
35,307

Thomas S. Schreier
 
13,846,242

 
197,856

 
88,567

Sherry M. Smith
 
13,439,141

 
625,514

 
68,010

Philip S. Soran
 
13,932,096

 
132,040

 
68,529

Scott C. Taylor
 
13,971,131

 
92,840

 
68,694


Broker non-votes for each director totaled 1,069,386.

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, 2020. 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 2020.
 
15,036,454
 
146,485
 
19,112
 





At the Annual Meeting, the Company’s shareholders also cast an advisory vote to approve the compensation of the 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.
 
13,597,999
 
420,674
 
113,992
 

Broker non-votes for this proposal totaled 1,069,386.

At the Annual Meeting, the Company’s shareholders also approved an amendment to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan.
Proposal
 
Votes For
 
Votes Against
 
Abstentions
 
Approval to amend the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan.
 
9,874,578
 
4,154,627
 
103,460
 

Broker non-votes for this proposal totaled 1,069,386.







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 SANDLER COMPANIES
 
 
 
 
 
 
Date: May 19, 2020
By
/s/ John W. Geelan
 
 
John W. Geelan
 
 
General Counsel and Secretary



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