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EX-99.1 - EXHIBIT 99.1 - JMP GROUP LLC | ex_212301.htm |
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
Date of Report (Date of earliest event reported): November 5, 2020
JMP Group LLC
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-36802 |
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47-1632931 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
600 Montgomery Street, Suite 1100, San Francisco, California 94111 |
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(Address of principal executive offices, including Zip Code) |
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(415) 835-8900 |
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(Registrant’s Telephone Number, Including Area Code) |
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(Former Name or Former Address, if Changed Since Last Report) |
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:
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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) |
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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(s) |
Name of each exchange on which registered |
Shares representing limited liability company interests in JMP Group LLC |
JMP |
New York Stock Exchange |
JMP Group Inc. 7.25% Senior Notes due 2027 |
JMPNL |
The Nasdaq Global Market |
JMP Group LLC 6.875% Senior Notes due 2029 |
JMPNZ |
The Nasdaq Global Market |
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; Compensation Arrangements of Certain Officers and Other Events.
(d) On November 5, 2020, the Board of Directors (the “Board”) of JMP Group LLC (the “Company”) increased the size of the Board from 9 to 10 members and upon the recommendation of its Corporate Governance and Nominating Committee, appointed Staci Slaughter to fill the vacancy so created. Ms. Slaughter will serve until the Company’s next annual meeting. Ms. Slaughter will also serve on the Corporate Governance and Nominating Committee of the Company’s Board.
The Board has determined that Ms. Slaughter meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.
Ms. Slaughter has (i) no arrangements or understandings with any other person pursuant to which she was appointed as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Ms. Slaughter has not held any directorship positions with a public company in the past five years. Ms. Slaughter has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Ms. Slaughter holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.
Ms. Slaughter will receive the standard non-management compensation, a portion of which will be pro-rated to reflect the actual time Ms. Slaughter will serve on the Company’s Board and Corporate Governance and Nominating Committee this year, paid by the Company to all of its non-employee directors and as described under “Compensation of Directors” in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission (“SEC”) on April 27, 2020. In connection with her appointment, Ms. Slaughter will enter into a standard indemnification agreement with the Company in the form approved by the Board.
The Company issued a press release on November 6, 2020 announcing the appointment of Staci Slaughter to the Company’s Board. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:
Exhibit No. |
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Description |
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99.1 |
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Press release, dated November 6, 2020, announcing addition to board of directors. |
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.
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JMP GROUP LLC |
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Date: November 6, 2020 |
By: |
/s/ Walter Conroy |
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Walter Conroy |
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Chief Legal Officer |
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