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): September 25, 2023

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 September 25, 2023, Affiliated Managers Group, Inc. (the “Company”) announced the appointment of Loren M. Starr to its Board of Directors, as an additional independent director, effective immediately.

Mr. Starr retired from Invesco Ltd. in March 2021, having served as Chief Financial Officer of the company for 15 years, from 2005 to 2020, after which he held an executive advisory role as Invesco’s Vice Chair until his retirement. Prior to joining Invesco in 2005, Mr. Starr served as the Chief Financial Officer of Janus Capital Group Inc. from 2001 to 2005, and held senior corporate finance roles with Putnam Investments, Lehman Brothers Inc., and Morgan Stanley & Co. LLC. Currently, he is an independent consultant, and is a member of the TIAA-CREF Fund Complex Boards of Trustees. Mr. Starr holds a B.A. and B.S. from Columbia University, an MBA from Columbia Business School, and an M.S. from Carnegie Mellon University.

Mr. Starr 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 (“SEC”). In addition, Mr. Starr and the Company will enter into the Company’s standard indemnification agreement for directors and executive officers, a form of which has been previously filed by the Company with the SEC. There is no arrangement or understanding between Mr. Starr 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. Starr, 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 September 25, 2023.
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

2

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: September 25, 2023	By:	/s/ Kavita Padiyar
	Name:	Kavita Padiyar
	Title:	Managing Director, Chief Corporate Counsel, and Corporate Secretary

3

EX-99.1

Exhibit 99.1

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

AMG Appoints Loren M. Starr to its Board of Directors

WEST PALM BEACH, FL, September 25, 2023 – AMG, a leading partner to independent investment management firms globally, today announced the appointment of Loren M. Starr to its Board of Directors, effective immediately.

Mr. Starr retired from Invesco Ltd. in March 2021, having served as Chief Financial Officer of the company for 15 years, from 2005 to 2020, after which he held an executive advisory role as Invesco’s Vice Chair until his retirement. Prior to joining Invesco in 2005, Mr. Starr served as the Chief Financial Officer of Janus Capital Group Inc. from 2001 to 2005, and held senior corporate finance roles with Putnam Investments, Lehman Brothers Inc., and Morgan Stanley & Co. LLC. Currently, he is an independent consultant, and is a member of the TIAA-CREF Fund Complex Boards of Trustees. Mr. Starr holds a B.A. and B.S. from Columbia University, an MBA from Columbia Business School, and an M.S. from Carnegie Mellon University.

“We are very pleased to welcome Loren to AMG’s Board,” said Jay C. Horgen, President and Chief Executive Officer of AMG. “With more than two decades of experience in strategy, M&A, and capital management, Loren has extensive industry expertise as a highly accomplished executive in asset management, and will bring invaluable perspective to our Board.”

Dwight D. Churchill, Chair of AMG’s Board of Directors, added, “As we continue to enhance the collective capabilities of our Director group, Loren’s unique experience as the chief financial officer of two of the largest publicly traded firms in our industry will be additive to the Board’s aggregate skillset. We are confident that he will make significant contributions to our Board, and we look forward to working with him.”

About AMG

AMG (NYSE: AMG) is a leading partner to independent investment management firms globally. AMG’s strategy is to generate long-term value by investing in a diverse array of high-quality 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, 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 June 30, 2023, AMG’s aggregate assets under management were approximately $674 billion across a broad range of differentiated investment strategies. For more information, please visit the Company’s website at www.amg.com.

Certain matters discussed in this press release issued by Affiliated Managers Group, Inc. (“AMG” or the “Company”) 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 AMG’s most recent Annual Report on Form 10-K, as such factors may be updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. AMG undertakes 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 And Entity Information [Line Items]
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Document Type	8-K
Document Period End Date	Sep. 25, 2023
Entity Registrant Name	AFFILIATED MANAGERS GROUP, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-13459
Entity Tax Identification Number	04-3218510
Entity Address, Address Line One	777 South Flagler Drive
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(800)
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Pre Commencement Issuer Tender Offer	false
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Common Stock [Member]
Document And Entity Information [Line Items]
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Trading Symbol	AMG
Security Exchange Name	NYSE
Five Point Eight Seventy Five Junior Subordinated Notes Due 2059 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.875% Junior Subordinated Notes due 2059
Trading Symbol	MGR
Security Exchange Name	NYSE
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Document And Entity Information [Line Items]
Security 12b Title	4.750% Junior Subordinated Notes due 2060
Trading Symbol	MGRB
Security Exchange Name	NYSE
Four Point Two Percent Junior Subordinated Notes Due 2061 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.200% Junior Subordinated Notes due 2061
Trading Symbol	MGRD
Security Exchange Name	NYSE