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Piper Sandler (NYSE: PIPR) investors back directors, EY auditor and say-on-pay

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Piper Sandler Companies reported the results of its annual shareholder meeting held on May 20, 2026. Shareholders representing 59,916,900 common shares, or 84.07 percent of shares entitled to vote as of the record date, were present in person or by proxy.

All ten nominated directors, including Chad R. Abraham, Jonathan J. Doyle and Scott C. Taylor, were elected to one-year terms expiring at the 2027 annual meeting. Each director received over 53.9 million votes in favor, with broker non-votes of 4,188,050 for each seat.

Shareholders also approved the ratification of Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, with 58,666,911 votes for and 1,165,687 against. In an advisory say-on-pay vote, shareholders approved the executive compensation program, with 55,063,759 votes for and 534,421 against, plus 4,188,050 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 59,916,900 shares Represented at annual meeting; 84.07% of shares entitled to vote
Participation rate 84.07 percent Percent of outstanding shares entitled to vote represented at meeting
Votes for Chad R. Abraham 55,065,258 votes Director election at 2026 annual meeting
Broker non-votes (directors) 4,188,050 votes Broker non-votes for each director election
Auditor ratification support 58,666,911 votes for Ratification of Ernst & Young LLP as 2026 auditor
Auditor ratification opposition 1,165,687 votes against Ratification of Ernst & Young LLP as 2026 auditor
Say-on-pay support 55,063,759 votes for Advisory resolution on executive compensation
Say-on-pay opposition 534,421 votes against Advisory resolution on executive compensation
broker non-votes financial
"Broker non-votes for each director totaled 4,188,050."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditor financial
"ratify the selection of Ernst & Young LLP as the independent auditor for the Company’s fiscal year ending December 31, 2026."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
advisory (non-binding) resolution regulatory
"Advisory (non-binding) resolution approving the compensation of the officers disclosed in the proxy statement, or a “say-on-pay” vote."
say-on-pay regulatory
"an advisory vote to approve the compensation of the officers disclosed in the proxy statement, or a “say-on-pay” vote."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
record date regulatory
"constituting 84.07 percent of the outstanding shares entitled to vote as of the record date, were represented"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
0001230245false00012302452026-05-202026-05-20

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 20, 2026
Date of report (Date of earliest event reported)
_________________________________ 
PIPER SANDLER COMPANIES
(Exact Name of Registrant as Specified in its Charter)
_________________________________ 
Delaware1-3172030-0168701
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
350 N 5th StreetSuite 1000
MinneapolisMinnesota55401
(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 ClassTrading SymbolName of Each Exchange On Which Registered
Common Stock, par value $0.01 per sharePIPRThe 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 5.07.    Submission of Matters to a Vote of Security Holders.
(a)The Company’s Annual Meeting was held on May 20, 2026. The holders of 59,916,900 shares of common stock of the Company, constituting 84.07 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, Stuart M. Essig, Ann C. Gallo, Victoria M. Holt, Robbin Mitchell, Thomas S. Schreier, 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 2027. The following table shows the vote totals for each of these individuals:

NameVotes ForVotes AgainstAbstentions
Chad R. Abraham55,065,258 533,760 129,832 
Jonathan J. Doyle54,569,134 1,076,867 82,849 
Stuart M. Essig55,469,824 167,234 91,792 
Ann C. Gallo55,490,833 161,312 76,705 
Victoria M. Holt53,923,230 1,726,726 78,894 
Robbin Mitchell55,199,628 437,053 92,169 
Thomas S. Schreier54,978,309 671,699 78,842 
Philip E. Soran54,874,071 771,863 82,916 
Brian R. Sterling55,588,196 63,651 77,003 
Scott C. Taylor54,350,826 1,293,637 84,387 

Broker non-votes for each director totaled 4,188,050.

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, 2026. The following table indicates the specific voting results for this proposal:
ProposalVotes ForVotes AgainstAbstentions
Ratify the selection of Ernst & Young LLP as the independent auditor for 202658,666,9111,165,68784,302
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:
ProposalVotes ForVotes AgainstAbstentions
Advisory (non-binding) resolution approving the compensation of the officers disclosed in the proxy statement, or a “say-on-pay” vote.55,063,759534,421130,670

Broker non-votes for this proposal totaled 4,188,050.




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 21, 2026By/s/ John W. Geelan
John W. Geelan
General Counsel and Secretary


FAQ

What did Piper Sandler (PIPR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing ten directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving an advisory say-on-pay resolution on executive compensation. All three items received strong shareholder support based on the reported vote totals.

How many Piper Sandler (PIPR) shares were represented at the 2026 annual meeting?

The meeting had 59,916,900 common shares represented, equal to 84.07 percent of the outstanding shares entitled to vote as of the record date. This indicates a high level of shareholder participation in the company’s governance decisions at the annual meeting.

Were all Piper Sandler (PIPR) director nominees elected in 2026?

Yes, all ten nominees were elected to one-year terms expiring at the 2027 annual meeting. Each director, including Chad R. Abraham and Scott C. Taylor, received over 53.9 million votes in favor, with broker non-votes of 4,188,050 recorded for each director.

Did Piper Sandler (PIPR) shareholders approve the 2026 auditor ratification proposal?

Yes, shareholders ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. The proposal received 58,666,911 votes for, 1,165,687 votes against, and 84,302 abstentions, reflecting strong support for retaining the current audit firm.

How did Piper Sandler (PIPR) shareholders vote on executive compensation in 2026?

In the advisory say-on-pay vote, shareholders approved the compensation of officers disclosed in the proxy statement. The resolution received 55,063,759 votes for, 534,421 against, and 130,670 abstentions, along with 4,188,050 broker non-votes, indicating broad support for the pay program.

What are broker non-votes in Piper Sandler’s 2026 voting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions on non-routine matters. Piper Sandler reported 4,188,050 broker non-votes for each director election and for the say-on-pay proposal, meaning those shares were not counted as for or against.

Filing Exhibits & Attachments

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