jmpllc20201105_8k.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

 

001-36802

 

47-1632931

(State or Other

Jurisdiction of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

600 Montgomery Street, Suite 1100, San Francisco, California 94111 

(Address of principal executive offices, including Zip Code) 

 

(415) 835-8900

(Registrant’s Telephone Number, Including Area Code)

 

(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:

 

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

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.

 

Description

 

 

 

99.1

 

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.

 

  

JMP GROUP LLC

 

 

 

 

 

 

 

 

Date:  November 6, 2020

By:

/s/ Walter Conroy

 

 

 

Walter Conroy

 

 

 

Chief Legal Officer

 

 

 
ex_212301.htm

 

Exhibit 99.1 

https://cdn.kscope.io/14804f8081254895dcec89077b50d076-image01.jpg 

 

 

JMP GROUP ANNOUNCES ADDITION TO BOARD OF DIRECTORS

 

 

SAN FRANCISCO, Nov. 6, 2020 — JMP Group LLC (NYSE: JMP), an investment banking and alternative asset management firm, announced today that Staci Slaughter has been appointed to the company’s board of directors, effective November 5, 2020, and will serve as a member of the board’s corporate governance and nominating committee. Following Ms. Slaughter’s appointment, JMP Group’s board is composed of ten directors, six of whom are independent.

 

“We’re very happy to welcome Staci as a member of our board,” said Joe Jolson, chairman and CEO of JMP Group. “Staci is an accomplished leader with broad experience in operations, strategy, and communications for a major enterprise. Her strengths will complement the skills of our other directors, and her perspective will prove invaluable as we continue to build our business and take new steps to create shareholder value. We look forward to her many contributions to JMP’s future success.”

 

Ms. Slaughter is executive vice president, communications, and senior advisor to the CEO of the San Francisco Giants, one of the nation’s premier sports and entertainment franchises. Ms. Slaughter joined the organization in 1996 and oversees the team’s brand image, baseball and corporate messaging, media relations, internal and external communications strategy, and crisis management. She is also responsible for the Giants’ charitable endeavors, including the 100% Player Participation program and the Giants Community Fund. Under her leadership, the Giants were named the 2016 Sports Humanitarian Team of the Year by ESPN.

 

In 2012, Ms. Slaughter received the Robert O. Fishel Award, which is given annually to an active, non-uniformed representative of Major League Baseball for ethics, professionalism and humanitarianism. She was also named a 2012 Game Changer by the Sports Business Journal, which recognizes women in sports who have a major impact on sports business. In 2017, Ms. Slaughter received a Most Influential Women in Business award from the San Francisco Business Times. She holds an undergraduate degree from University of California, Berkeley.

 

About JMP Group

JMP Group LLC is a diversified capital markets firm that provides investment banking, equity research, and sales and trading services to corporate and institutional clients as well as alternative asset management products and services to institutional and high-net-worth investors. JMP Group conducts its investment banking and research, sales and trading activities through JMP Securities; its venture capital and private capital activities through Harvest Capital Strategies and JMP Asset Management; and the management of Harvest Capital Credit Corporation (NASDAQ: HCAP), a business development company, through HCAP Advisors. For more information, visit www.jmpg.com.

 

© 2020 JMP Group LLC

 

 

 

Investor Relations Contact Media Relations Contacts  
JMP Group LLC Dukas Linden Public Relations, Inc.  
     
Andrew Palmer Zach Leibowitz  
(415) 835-8978 (646) 722-6528  
apalmer@jmpg.com zach@dlpr.com  
     
  Michael Falco  
  (646) 808-3611  
  michael@dlpr.com  

     

© 2020 JMP Group LLC