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 9, 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 of Incorporation) | | (Commission File Number) | | (I.R.S. 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(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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 9, 2023 (the “Effective Date”), in connection with the effectiveness of new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards and a periodic review of the bylaws of Piper Sandler Companies (“PSC”), the Board of Directors of PSC (the “Board”) approved and adopted PSC’s amended and restated bylaws (the “Amended and Restated Bylaws”), effective as of the Effective Date, to, among other things:
| • | update and revise the advance notice provisions for the nomination of directors or the proposal of other business at meetings of stockholders, including requiring additional disclosures regarding proposing stockholders and proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; |
| • | address the universal proxy rules adopted by the SEC by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements; |
| • | update the provision related to the conduct of stockholder meetings; |
| • | require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and |
| • | make various other conforming, technical, modernizing and clarifying changes. |
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) 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: February 10, 2023 | By | /s/ John W. Geelan |
| | | John W. Geelan |
| | | General Counsel and Secretary |
