Piper Sandler Companies filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of September 23, 2024, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Piper Sandler Companies (the “Company”), the Board elected Ann C. Gallo to serve as a director of the Company for an initial term expiring at the Company’s 2025 annual meeting of shareholders. Following Ms. Gallo’s election to the Board, the size of the Company’s Board increased by one, from ten to eleven directors.
Ms. Gallo was formerly a senior managing director, partner, and investment team leader for the healthcare team at Wellington Management Company, LLP, a global investment firm.
Ms. Gallo has not been appointed to serve on any committee of the Board and the committees on which Ms. Gallo is expected to serve have not been determined as of the date of filing of this Current Report on Form 8-K. The Board expects to determine the committees to which Ms. Gallo will be appointed in February 2025.
In connection with her service on the Board, Ms. Gallo will participate in the Company’s 2024 non-employee director compensation program, receiving a pro-rated $100,000 annual cash retainer, a $60,000 initial equity grant and a pro-rated $100,000 annual equity grant.
There are no arrangements or understandings between Ms. Gallo and any other persons pursuant to which Ms. Gallo was selected as a director of the Company. Ms. Gallo has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company.
Item 7.01. Regulation FD Disclosure.
On September 23, 2024, the Company issued a press release announcing the event discussed in Item 5.02 above, 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. | |||||||
(d) | Exhibits. | |||||||
| 99 | ||||||||
| 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: September 23, 2024 | By | /s/ John W. Geelan | ||||||
| John W. Geelan | ||||||||
| General Counsel and Secretary | ||||||||