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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/24 Janus Henderson Group plc 8-K:5 5/01/24 10:229K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 53K 5: R1 Cover HTML 47K 7: XML IDEA XML File -- Filing Summary XML 12K 10: XML XBRL Instance -- tm2413424d1_8k_htm XML 16K 6: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 3: EX-101.LAB XBRL Labels -- jhg-20240501_lab XML 96K 4: EX-101.PRE XBRL Presentations -- jhg-20240501_pre XML 64K 2: EX-101.SCH XBRL Schema -- jhg-20240501 XSD 12K 8: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 9: ZIP XBRL Zipped Folder -- 0001104659-24-057011-xbrl Zip 24K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i May 1, 2024
(Exact name of registrant as specified in its charter)
| i Jersey, Channel Islands | i 001-38103 | i 98-1376360 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
| i 201 Bishopsgate | i EC2M3AE | |
| i London, i United Kingdom | (Zip Code) | |
| (Address of principal executive offices) |
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Common Stock, $1.50 Per Share Par Value | i JHG | i 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).
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. |
On May 1, 2024, Janus Henderson Group plc (the “Company”) held its 2024 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 2024 Proxy Statement, through a non-binding advisory vote, was approved (Proposal 2). The special resolution to renew the Board’s authority to repurchase its ordinary shares (“common stock”) was approved (Proposal 3). Additionally, shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2024 and authorized the Directors to determine their remuneration (Proposal 4).
Proposal 1: Election of Directors.
| Proposal | Nominee | For | % For | Against | Abstain | Broker Non-Votes |
||||||||||||
| 1.1 | Brian Baldwin | 136,150,738 | 95.8 | 5,912,451 | 195,986 | 5,075,899 | ||||||||||||
| 1.2 | John Cassaday | 140,645,201 | 99.0 | 1,421,216 | 192,758 | 5,075,899 | ||||||||||||
| 1.3 | Kalpana Desai | 141,145,977 | 99.3 | 939,886 | 173,312 | 5,075,899 | ||||||||||||
| 1.4 | Ali Dibadj | 141,735,676 | 99.8 | 348,230 | 175,269 | 5,075,899 | ||||||||||||
| 1.5 | Kevin Dolan | 140,816,404 | 99.1 | 1,264,866 | 177,905 | 5,075,899 | ||||||||||||
| 1.6 | Eugene Flood Jr. | 141,815,934 | 99.8 | 261,069 | 182,172 | 5,075,899 | ||||||||||||
| 1.7 | Josh Frank | 135,495,877 | 95.4 | 6,578,707 | 184,591 | 5,075,899 | ||||||||||||
| 1.8 | Alison Quirk | 137,042,221 | 96.4 | 5,050,679 | 166,275 | 5,075,899 | ||||||||||||
| 1.9 | Leslie F. Seidman | 141,195,049 | 99.4 | 894,749 | 169,377 | 5,075,899 | ||||||||||||
| 1.10 | Angela Seymour-Jackson | 122,769,427 | 86.4 | 19,322,546 | 167,202 | 5,075,899 | ||||||||||||
| 1.11 | Anne Sheehan | 141,156,942 | 99.3 | 927,916 | 174,317 | 5,075,899 |
Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation.
| For | % For | Against | Abstain | Broker Non-Vote | |||||||||
| 126,810,638 | 98.7 | 1,628,069 | 13,820,468 | 5,075,899 |
Proposal 3: Renewal of Authority to Repurchase Common Stock.
| For | % For | Against | Abstain | Broker Non-Vote | |||||||||
| 141,706,505 | 99.9 | 105,051 | 447,619 | 5,075,899 |
Proposal 4: Reappointment and Remuneration of Auditors.
| For | % For | Against | Abstain | Broker Non-Vote | |||||||||
| 146,765,554 | 99.7 | 391,864 | 177,656 | 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 12, 2024): 161,247,374 shares.
2
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 3, 2024 | By: | /s/ Roger Thompson |
| Roger Thompson | ||
| Chief Financial Officer | ||
3
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/3/24 | |||
| For Period end: | 5/1/24 | DEF 14A, PRE 14A | ||
| 3/12/24 | ||||
| List all Filings | ||||