As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/12/20  Affiliated Managers Group, Inc.   8-K:5       6/09/20   11:202K                                   Donnelley … Solutions/FA

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 i false  i 0001004434 0001004434 2020-06-09 2020-06-09 0001004434 us-gaap:CommonStockMember 2020-06-09 2020-06-09 0001004434 us-gaap:JuniorNotesMember 2020-06-09 2020-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  i 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):  i June 9, 2020

 i AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 i Delaware

(State or Other Jurisdiction of Incorporation)

i 001-13459		i 04-3218510
(Commission File Number)		(IRS Employer Identification No.)

 i 777 South Flagler Drive,  i West Palm Beach,  i Florida  i 33401

(Address of Principal Executive Offices)

 i (800)  i 345-1100

(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):

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐

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
i Common Stock ($0.01 par value)		i AMG		i New York Stock Exchange
i 5.875% Junior Subordinated Notes due 2059		i MGR		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).

Emerging growth company   i ☐

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; Compensatory Arrangements of Certain Officers.

As further reported in Item 5.07 below, on June 9, 2020, Affiliated Managers Group, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, the stockholders approved the Affiliated Managers Group, Inc. 2020 Equity Incentive Plan. The material terms of the 2020 Equity Incentive Plan were described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 28, 2020. The description of the 2020 Equity Incentive Plan in the definitive proxy statement is incorporated by reference herein.

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 9, 2020. At that meeting, the stockholders considered and acted upon the following proposals:

1. The Election of Directors. The stockholders elected the following individuals to serve as directors until the 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The table below sets forth the voting results for each director:

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Samuel T. Byrne			41,848,530				1,006,242				35,918				1,291,292
Dwight D. Churchill			42,407,258				447,819				35,613				1,291,292
Glenn Earle			42,012,751				842,125				35,814				1,291,292
Jay C. Horgen			42,493,016				362,057				35,617				1,291,292
Reuben Jeffery III			42,813,427				40,632				36,631				1,291,292
Tracy P. Palandjian			42,149,352				696,394				44,944				1,291,292
Patrick T. Ryan			41,579,633				1,275,214				35,843				1,291,292
Karen L. Yerburgh			42,204,427				650,723				35,540				1,291,292
Jide J. Zeitlin			41,250,270				1,604,588				35,832				1,291,292

2. Non-Binding Advisory Vote on Executive Compensation. The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The table below sets forth the voting results:

Votes For		Votes Against		Abstentions		Broker Non-Votes
29,342,493		13,493,587		54,610		1,291,292

3. The Approval of the 2020 Equity Incentive Plan. The stockholders voted to approve the 2020 Equity Incentive Plan. The table below sets forth the voting results:

Votes For		Votes Against		Abstentions		Broker Non-Votes
28,501,177		14,374,673		14,840		1,291,292

4. Ratification of the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year. The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. The table below sets forth the voting results:

Votes For		Votes Against		Abstentions
39,610,607		4,534,128		37,247

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.

				AFFILIATED MANAGERS GROUP, INC.
Date: June 12, 2020				By:		/s/ David M. Billings
				Name:		David M. Billings
				Title:		General Counsel and Secretary

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/18/20  Affiliated Managers Group, Inc.   424B5                  1:416K                                   Donnelley … Solutions/FA
 9/17/20  Affiliated Managers Group, Inc.   424B5                  1:408K                                   Donnelley … Solutions/FA