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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

 

  May 17, 2023  
  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.

 

As further described in Item 5.07 of this Current Report on Form 8-K, on May 17, 2023, at the 2023 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 of common stock of the Company that may be issued under the Incentive Plan by 1,500,000 shares, from a total of 9,400,000 shares to 10,900,000 shares. A description of the Incentive Plan, as amended and restated, is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023 (the “Proxy Statement”) in the section entitled “Proposal Five – Approval of the Amendment to the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Incentive Plan, as amended and restated, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As further described in Item 5.07 of this Current Report on Form 8-K, on May 17, 2023, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation (the “Exculpation Amendment”). The Exculpation Amendment became effective upon the filing of the Amended and Restated Certificate of Incorporation of the Company (as amended by the Exculpation Amendment, the “Restated Certificate”) with the Secretary of State of the State of Delaware on May 18, 2023.

 

A description of the Exculpation Amendment is set forth in the Proxy Statement in the section entitled “Proposal Six – Approval of an Amendment to the Amended and Restated Certificate of Incorporation of Piper Sandler Companies to Reflect New Delaware Law Provisions Regarding Officer Exculpation,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

(a)The Company’s Annual Meeting was held on May 17, 2023. The holders of 15,717,606 shares of common stock of the Company, constituting 88.50% 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, Robbin Mitchell, Thomas S. Schreier, Sherry M. Smith, Philip E. Soran, Brian R. Sterling and Scott C. Taylor were elected as directors to serve a one-year term expiring at the Company’s annual meeting of shareholders in 2024. The following table shows the vote totals for each of these individuals:

 

Name  Votes For   Votes Against   Abstentions 
Chad R. Abraham   14,413,302    378,478    4,811 
Jonathan J. Doyle   14,454,320    301,050    41,221 
William R. Fitzgerald   14,617,053    166,249    13,289 
Victoria M. Holt   14,618,133    163,933    14,525 
Robbin Mitchell   14,164,292    617,491    14,808 
Thomas S. Schreier   14,550,124    233,056    13,411 
Sherry M. Smith   14,568,072    213,825    14,694 
Philip E. Soran   14,392,346    390,855    13,390 
Brian R. Sterling   14,646,548    136,786    13,257 
Scott C. Taylor   14,114,310    667,272    15,009 

 

Broker non-votes for each director totaled 921,015.

 

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, 2023. 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 2023   15,335,631    372,584    9,391 

 

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   14,308,346    440,865    47,380 

 

Broker non-votes for this proposal totaled 921,015.

 

 

 

 

At the Annual Meeting, the Company’s shareholders also cast an advisory vote to recommend the frequency of future say-on-pay votes. The following table indicates the specific voting results for this proposal:

 

Proposal  One Year   Two Years   Three Years   Abstentions 
Advisory (non-binding) resolution concerning the frequency of future say-on-pay votes   13,911,506    22,577    628,006    234,502 

 

Broker non-votes for this proposal totaled 921,015.

 

At the Annual Meeting, the Company’s shareholders also approved an amendment to the Incentive Plan to increase the number of shares of common stock of the Company authorized for issuance thereunder by 1,500,000. The following table indicates the specific voting results for this proposal:

 

Proposal  Votes For   Votes Against   Abstentions 
Approve an amendment to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan   10,119,677    4,628,423    48,491 

 

Broker non-votes for this proposal totaled 921,015.

 

At the Annual Meeting, the Company’s shareholders also approved an amendment to the Restated Certificate to reflect new Delaware law provisions regarding officer exculpation. The following table indicates the specific voting results for this proposal:

 

Proposal  Votes For   Votes Against   Abstentions 
Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation   13,121,817    1,619,906    54,868 

 

Broker non-votes for this proposal totaled 921,015.

 

(d)Based on the results of the advisory vote recommending the frequency of future say-on-pay votes, the Board of Directors of the Company has determined to include a shareholder vote on executive compensation in its proxy materials on an annual basis.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.
   
  (d) Exhibits.
     
  3.1 Amended and Restated Certificate of Incorporation of Piper Sandler Companies (as amended and restated May 18, 2023).
     
  10.1 Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended and restated May 17, 2023).
     
  104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

 

 

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 18, 2023 By /s/ John W. Geelan
    John W. Geelan
    General Counsel and Secretary

 

 

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