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): May 3, 2023
Commission File Number 001-38103
JANUS HENDERSON GROUP PLC
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | | 98-1376360 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| 201 Bishopsgate | | EC2M3AE |
| London, United Kingdom | | (Zip Code) |
| (Address of principal executive offices) | | |
+44 (0) 20 7818 1818
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.50 Per Share Par Value | JHG | New York Stock Exchange |
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. below):
| ¨ | 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)) |
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 o
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. o
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2023, Janus Henderson Group plc (the “Company”) held its 2023 Annual General Meeting of Shareholders. Shareholders voted on the following resolutions and cast their votes as described below. All director nominees were elected (Proposal 1). The proposal to approve the compensation of the Named Executive Officers as disclosed in the Company’s 2023 Proxy Statement, through a non-binding advisory vote, was approved (Proposal 2). The special resolutions to renew the Board’s authority to repurchase its ordinary shares (“common stock”) and CHESS Depositary Interests (“CDIs”) were approved (Proposals 3 and 4, respectively). Additionally, shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2023 and authorized the Directors to determine their remuneration (Proposal 5).
Proposal 1: Election of Directors.
| Proposal | | | Nominee | | For | | | % For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| 1.1 | | | Brian Baldwin | | 135,910,382 | | | 99.2 | | | 1,036,817 | | | 117,791 | | | 5,350,430 | |
| 1.2 | | | John Cassaday | | 135,157,887 | | | 98.7 | | | 1,789,483 | | | 117,620 | | | 5,350,430 | |
| 1.4 | | | Kalpana Desai | | 135,224,759 | | | 98.7 | | | 1,721,987 | | | 118,244 | | | 5,350,430 | |
| 1.5 | | | Ali Dibadj | | 136,103,861 | | | 99.4 | | | 841,792 | | | 119,337 | | | 5,350,430 | |
| 1.6 | | | Kevin Dolan | | 135,772,872 | | | 99.1 | | | 1,178,082 | | | 114,036 | | | 5,350,430 | |
| 1.7 | | | Eugene Flood Jr. | | 135,211,949 | | | 98.7 | | | 1,739,227 | | | 113,814 | | | 5,350,430 | |
| 1.8 | | | Ed Garden | | 135,443,193 | | | 98.9 | | | 1,500,826 | | | 120,971 | | | 5,350,430 | |
| 1.9 | | | Alison Quirk | | 135,816,649 | | | 99.2 | | | 1,121,382 | | | 126,959 | | | 5,350,430 | |
| 1.10 | | | Angela Seymour-Jackson | | 115,344,809 | | | 84.2 | | | 21,595,300 | | | 124,881 | | | 5,350,430 | |
| 1.11 | | | Anne Sheehan | | 135,868,473 | | | 99.2 | | | 1,079,036 | | | 117,481 | | | 5,350,430 | |
Note: Proposal 1.3, the resolution to elect Alison Davis, was withdrawn due to her resignation from the Company’s Board of Directors on March 24, 2023.
Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation.
| | For | | | | % For | | | | Against | | | | Abstain | | | | Broker Non-Vote | |
| | 106,862,030 | | | | 78.1 | | | | 30,007,601 | | | | 195,359 | | | | 5,350,430 | |
Proposal 3: Renewal of Authority to Repurchase Common Stock.
| | For | | | | % For | | | | Against | | | | Abstain | | | | Broker Non-Vote | |
| | 141,845,715 | | | | 99.8 | | | | 238,625 | | | | 331,080 | | | | 0 | |
Proposal 4: Renewal of Authority to Repurchase CDIs.
| | For | | | | % For | | | | Against | | | | Abstain | | | | Broker Non-Vote | |
| | 141,786,792 | | | | 99.8 | | | | 268,064 | | | | 360,564 | | | | 0 | |
Proposal 5: Reappointment and Remuneration of Auditors.
| | For | | | | % For | | | | Against | | | | Abstain | | | | Broker Non-Vote | |
| | 141,517,645 | | | | 99.5 | | | | 732,327 | | | | 165,448 | | | | 0 | |
Note: In tabulating the voting results, only FOR or AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present. Issued Share Capital as at the record date (March 6, 2023): 165,657,905 shares.
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.
| | Janus Henderson Group plc |
| | |
| Date: May 5, 2023 | By: | /s/ Roger Thompson |
| | | Roger Thompson |
| | | Chief Financial Officer |
