Procedures for Contacting the
Board of Directors
The Board has established a
process for shareholders and other interested parties to send
written communications to the Board or to individual directors.
Such communications should be sent by U.S. mail to the attention of
the Office of the Secretary, Piper Sandler Companies, 800 Nicollet
Mall, Suite 900, Mail Stop J12NSH, Minneapolis, Minnesota 55402.
Communications regarding accounting and auditing matters will be
handled in accordance with our Complaint Procedures Regarding
Accounting and Auditing Matters. Other communications will be
collected by the secretary of the company and delivered, in the
form received, to the lead director or, if so addressed, to a
specified director.
Procedures for Selecting and
Nominating Director Candidates
The Governance Committee will
consider director candidates recommended by shareholders and has
adopted a policy that contemplates shareholders recommending and
nominating director candidates. A shareholder who wishes to
recommend a director candidate for nomination by the Board at the
annual meeting of shareholders or for vacancies on the Board that
arise between shareholder meetings must timely provide the
Governance Committee with sufficient written documentation to
permit a determination by the Board whether such candidate meets
the required and desired director selection criteria set forth in
our bylaws, our Corporate Governance Principles and our Director
Nominee Selection Policy described below. Such documentation and
the name of the director candidate must be sent by U.S. mail to the
Chairperson, Nominating and Governance Committee, c/o the
Office of the Secretary, Piper Sandler Companies, 800 Nicollet
Mall, Suite 900, Mail Stop J12NSH, Minneapolis, Minnesota
55402.
Alternatively, shareholders
may directly nominate a person for election to our Board by
complying with the procedures set forth in Article II,
Section 2.4 of our bylaws, and with the rules and regulations
of the SEC. Under our bylaws, only persons nominated in accordance
with the procedures set forth in the bylaws will be eligible to
serve as directors. In order to nominate a candidate for service as
a director, you must be a shareholder at the time you give the
Board notice of your nomination, and you must be entitled to vote
for the election of directors at the meeting at which your nominee
will be considered. In accordance with our bylaws, director
nominations generally must be made pursuant to notice delivered to,
or mailed and received at, our principal executive offices at the
address above, not later than the 90th day, nor earlier than the
120th day, prior to the first anniversary of the prior year’s
annual meeting of shareholders. As a result, any shareholder
nominees for election to the Board pursuant to our bylaws must be
received no earlier than January 18, 2024, and no later than
February 20, 2024. Your notice must set forth all information
relating to the nominee that is required to be disclosed in
solicitations of proxies for the election of directors in an
election contest, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) (including the nominee’s written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected).
In addition to the
requirements set forth above, shareholders who intend to solicit
proxies in support of director nominees other than the company’s
nominees must comply with the additional requirements of
Rule 14a-19(b) under the Exchange Act.
As required by our Corporate
Governance Principles and our Director Nominee Selection Policy,
when evaluating the appropriate characteristics of candidates for
service as a director, the Governance Committee takes into account
many factors. At a minimum, director candidates must demonstrate
high standards of ethics, integrity and professionalism,
independence, sound judgment, community leadership and meaningful
experience in business, law or finance or other appropriate
endeavor. Candidates also must be committed to representing the
long-term interests of our shareholders. In addition to these
minimum qualifications, the Governance Committee considers other
factors it deems appropriate based on the current needs and desires
of the Board, including specific business and financial expertise,
experience as a director of a public company, and diversity. The
Board considers a number of factors in its evaluation of diversity,
including geography, age, gender, and ethnicity. Based on these
factors and the qualifications and background of each director, the
Board believes that its current composition is