UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||||||||
| 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Note: Proposal 1.3, the resolution to elect Alison Davis, was withdrawn due to her resignation from the Company’s Board of Directors on March 24, 2023.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.
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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 | ||
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