Current Report Filing (8-k)
10 Februar 2023 - 11:07PM
Edgar (US Regulatory)
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0001230245
2023-02-08
2023-02-08
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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
|
February 8, 2023 |
|
|
Date of report (Date of earliest event reported) |
|
|
PIPER
SANDLER COMPANIES |
|
|
(Exact Name of Registrant as Specified in its
Charter) |
|
Delaware |
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1-31720 |
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30-0168701 |
(State of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
800 Nicollet Mall, Suite 900
Minneapolis, Minnesota |
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55402 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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(612) 303-6000 |
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(Registrant’s Telephone Number, Including Area Code) |
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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(s) | |
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. |
On February 8, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of Piper Sandler Companies
(the “Company”) approved the grant of a special performance-based non-qualified stock option (an “Option”) to
purchase 75,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to the Company’s
Chairman and CEO, Chad R. Abraham, with an expected grant date fair value of approximately $3,375,000. The Option was granted in order
to incentivize Mr. Abraham to further drive the Company’s growth and performance. Mr. Abraham was last awarded a special
option grant in connection with his promotion to CEO in February 2018, which fully vested in February 2023.
Under the terms of the
non-qualified stock option agreement (the “Option Agreement”) to be entered into between the Company and
Mr. Abraham, the Option has a ten-year term from February 15, 2023 (the “Effective Date”), and vests in equal
installments on each of the third, fourth and fifth anniversaries of the Effective Date as long as Mr. Abraham remains continuously
employed by the Company during such period. The Option is premium-priced, with the exercise price per share of Common Stock
underlying the Option equal to the closing price per share of Common Stock on the New York Stock Exchange on the Effective Date,
plus 10% per share. The Option was granted pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive
Plan.
The foregoing description
of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of
Option Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.
Item 9.01. |
Financial Statements and Exhibits. |
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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.
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PIPER SANDLER COMPANIES |
|
Date: February 10, 2023 |
By |
/s/ John W. Geelan |
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John W. Geelan |
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|
General Counsel and Secretary |
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