8-K

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): July 19, 2021

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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

777 South Flagler Drive, West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(800) 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):

☐ 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
Common Stock ($0.01 par value)	AMG	New York Stock Exchange
5.875% Junior Subordinated Notes due 2059	MGR	New York Stock Exchange
4.750% Junior Subordinated Notes due 2060	MGRB	New York Stock Exchange
4.200% Junior Subordinated Notes due 2061	MGRD	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  ☐

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.

On July 21, 2021, Affiliated Managers Group, Inc. (the “Company” or “AMG”) announced the appointment of David C. Ryan to its Board of Directors, as an additional independent director, effective immediately.

Mr. Ryan is a corporate advisor to Singapore-based Temasek Holdings, and serves on the boards of directors of ADT Inc.; Mapletree Investments Pte Ltd., a Singapore-based real estate development, investment, capital and property management company; and Tiga Acquisition Corp., a Singapore-based special purpose acquisition company. Mr. Ryan’s 22-year career at Goldman Sachs & Co., where he was a partner, spanned a variety of roles in Asia and the United States. From 2011 to 2013, he served as President of Goldman Sachs Asia (chairing its management committee) and was a member of the Management Committee of Goldman Sachs & Co. Mr. Ryan holds a B.A. from Yale University.

Mr. Ryan will participate in the Company’s customary director compensation program, as described in the Company’s proxy statement for its most recent Annual Meeting of Stockholders and in the Company’s periodic filings with the Securities and Exchange Commission. There is no arrangement or understanding between Mr. Ryan or any other person pursuant to which he was elected as a director of the Company, and there are no familial relationships between him and any of the Company’s directors or executive officers. Mr. Ryan, including his immediate family members, is not a party, directly or indirectly, to any related person transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by the Company on July 21, 2021.
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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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: July 21, 2021	By:	/s/ David M. Billings
	Name:	David M. Billings
	Title:	General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Investor Relations: Media Relations:	Anjali Aggarwal Ann Imes
	(617) 747-3300 ir@amg.com
	pr@amg.com

AMG Appoints David C. Ryan to its Board of Directors

WEST PALM BEACH, FL, July 21, 2021– Affiliated Managers Group, Inc. (NYSE: AMG), a leading partner to independent active investment management firms, today announced the appointment of David C. Ryan to its Board of Directors, effective immediately.

Mr. Ryan is a corporate advisor to Singapore-based Temasek Holdings, and serves on the boards of directors of ADT Inc.; Mapletree Investments Pte Ltd., a Singapore-based real estate development, investment, capital and property management company; and Tiga Acquisition Corp., a Singapore-based special purpose acquisition company. Mr. Ryan’s 22-year career at Goldman Sachs & Co., where he was a partner, spanned a variety of roles in Asia and the United States. From 2011 to 2013, he served as President of Goldman Sachs Asia (chairing its management committee) and was a member of the Management Committee of Goldman Sachs & Co. Mr. Ryan holds a B.A. from Yale University.

“We are very pleased to welcome David to AMG’s Board,” said Jay C. Horgen, President and Chief Executive Officer of AMG. “David’s broad professional network in Asia and deep transaction acumen have been developed across nearly three decades of leadership, capital markets, and mergers and acquisitions experience. David’s expertise will enhance our strategic efforts to expand AMG’s footprint in Asia as we look to grow client relationships on behalf of our Affiliates and partner with additional excellent independent firms in the region.”

Dwight D. Churchill, Chair of AMG’s Board of Directors, added, “As we continue the process of Board refreshment and enhance the collective capabilities of our Director group, David’s deep understanding of the Asia region, leadership insights, and corporate governance experience will be additive and complementary to the Board’s aggregate skillset. We look forward to David’s contributions to our Board’s strategic dialogue.”

About AMG

AMG is a leading partner to independent active investment management firms globally. AMG’s strategy is to generate long-term value by investing in a diverse array of excellent independent partner-owned firms, through a proven partnership approach, and allocating resources across AMG’s unique opportunity set to the areas of highest growth and return. AMG’s innovative partnership approach enables each Affiliate’s management team to own significant equity in their firm while maintaining operational and investment autonomy. In addition, AMG offers its Affiliates growth capital, global distribution, and other strategic value-added capabilities, which enhance the long-term growth of these independent businesses, and enable them to align equity incentives across generations of principals to build enduring franchises. As of March 31, 2021, AMG’s aggregate assets under management were approximately $738 billion across a broad range of active, return-oriented strategies. For more information, please visit the Company’s website at www.amg.com.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws, and could be impacted by a number of factors, including those described under the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law. From time to time, AMG may use its website as a distribution channel of material Company information. AMG routinely posts financial and other important information regarding the Company in the Investor Relations section of its website at www.amg.com and encourages investors to consult that section regularly.

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Document Type	8-K
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Entity Registrant Name	AFFILIATED MANAGERS GROUP, INC.
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Entity Tax Identification Number	04-3218510
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Document And Entity Information [Line Items]
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