(Exact Name of Registrant as Specified in its Charter) |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||
(Registrant’s Telephone Number, Including Area Code) |
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 |
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 |
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 |
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 |
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 |
Item 9.01 | Financial Statements and Exhibits. | |
(d) | Exhibits. | |
10.1 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
PIPER SANDLER COMPANIES | ||
Date: May 19, 2020 | By | /s/ John W. Geelan |
John W. Geelan | ||
General Counsel and Secretary |
Cover Page Document |
May 15, 2020 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | May 15, 2020 |
Entity Registrant Name | PIPER SANDLER COMPANIES |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 1-31720 |
Entity Tax Identification Number | 30-0168701 |
Entity Address, Address Line One | 800 Nicollet Mall |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Minneapolis |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55402 |
City Area Code | (612) |
Local Phone Number | 303-6000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 per share |
Trading Symbol | PIPR |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001230245 |
Amendment Flag | false |