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
| | March 18, 2021 | |
| | | |
| | 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 1000 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. |
Effective March 18, 2021 (the “Effective Date”), as part of a planned transition, R. Scott LaRue has stepped down from his role as Global Co-Head of Investment Banking and Capital Markets of Piper Sandler Companies (the “Company”). Mr. LaRue was a named executive officer in the Company’s definitive proxy statement for its 2020 annual meeting of shareholders. Mr. LaRue will remain with the Company as Vice Chairman of Investment Banking. The Company has named Michael Dillahunt as Mr. LaRue’s successor as Global Co-Head of Investment Banking and Capital Markets commencing on the Effective Date.
| Item 7.01. | Regulation FD Disclosure. |
On March 18, 2021, the Company issued a press release announcing Mr. LaRue’s transition to Vice Chairman of Investment Banking and Mr. Dillahunt’s appointment as Global Co-Head of Investment Banking and Capital Markets, the text of which is furnished as Exhibit 99 hereto. The information contained in this Item 7.01 and Exhibit 99 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit 99 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| 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.
| | PIPER SANDLER COMPANIES |
| | |
| Date: March 18, 2021 | By: | /s/ John W. Geelan |
| | | John W. Geelan |
| | | General Counsel and Secretary |
