UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 2012
T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 033-07012-99 | 52-2264646 | ||
| (State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 East Pratt Street, Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (410) 345-2000
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:
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of our stockholders was held on April 17, 2012. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 8, 2012. Shares eligible to vote were 253,709,308 at the record date of February 17, 2012.
The tabulation of votes for each proposal voted on by stockholders was as follows:
Proposal 1: Election of Directors.
| Nominee |
For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Edward C. Bernard |
201,622,180 | 920,841 | 127,769 | 25,134,295 | ||||||||||||
| James T. Brady |
197,795,493 | 4,741,324 | 133,973 | 25,134,295 | ||||||||||||
| J. Alfred Broaddus, Jr. |
198,168,041 | 4,371,457 | 131,292 | 25,134,295 | ||||||||||||
| Donald B. Hebb, Jr. |
197,768,720 | 4,766,672 | 135,398 | 25,134,295 | ||||||||||||
| James A.C. Kennedy |
200,479,469 | 844,527 | 1,346,794 | 25,134,295 | ||||||||||||
| Robert F. MacLellan |
198,464,786 | 4,071,296 | 134,708 | 25,134,295 | ||||||||||||
| Brian C. Rogers |
201,600,068 | 946,900 | 123,822 | 25,134,295 | ||||||||||||
| Dr. Alfred Sommer |
199,111,146 | 3,351,461 | 208,183 | 25,134,295 | ||||||||||||
| Dwight S. Taylor |
198,155,968 | 4,358,954 | 155,868 | 25,134,295 | ||||||||||||
| Anne Marie Whittemore |
198,641,186 | 3,904,831 | 124,773 | 25,134,295 | ||||||||||||
Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers.
|
For |
Against | Abstain | Broker Non-Vote | |||
| 196,339,249 |
4,855,619 | 1,475,411 | 25,134,806 | |||
| Proposal 3: Approval of 2012 Long-Term Incentive Plan. | ||||||
|
For |
Against | Abstain | Broker Non-Vote | |||
| 163,055,951 |
38,510,849 | 1,100,465 | 25,137,820 | |||
| Proposal 4: Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2012. | ||||||
|
For |
Against | Abstain | Broker Non-Vote | |||
| 222,196,687 |
5,396,592 | 211,731 | 75 | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T. Rowe Price Group, Inc. | ||
| By: | /s/ Kenneth V. Moreland | |
| Kenneth V. Moreland | ||
| Vice President, Chief Financial Officer and Treasurer | ||
Date: April 19, 2012