(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.)
350 N 5th Street
Suite 1000
Minneapolis
Minnesota
55401
(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)
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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))
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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 5.07. 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:
Name
Votes For
Votes Against
Abstentions
Chad R. Abraham
55,065,258
533,760
129,832
Jonathan J. Doyle
54,569,134
1,076,867
82,849
Stuart M. Essig
55,469,824
167,234
91,792
Ann C. Gallo
55,490,833
161,312
76,705
Victoria M. Holt
53,923,230
1,726,726
78,894
Robbin Mitchell
55,199,628
437,053
92,169
Thomas S. Schreier
54,978,309
671,699
78,842
Philip E. Soran
54,874,071
771,863
82,916
Brian R. Sterling
55,588,196
63,651
77,003
Scott C. Taylor
54,350,826
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:
Proposal
Votes For
Votes Against
Abstentions
Ratify the selection of Ernst & Young LLP as the independent auditor for 2026
58,666,911
1,165,687
84,302
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:
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.
55,063,759
534,421
130,670
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.