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)
April 26, 2012
Janus Capital Group Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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001-15253 |
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43-1804048 |
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(State or other jurisdiction |
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(Commission file |
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(IRS Employer |
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of incorporation) |
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number) |
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Identification Number) |
151 DETROIT STREET
DENVER, COLORADO 80206
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(303) 333-3863
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Janus Capital Group Inc. (the “Company”) was held in Denver, Colorado, on April 26, 2012. At that meeting, the shareholders considered and acted upon the following proposals:
Proposal No. 1: Amendment to Certificate of Incorporation to Provide for Annual Election of Directors. By the vote reflected below, our shareholders approved an amendment to the Company’s Certificate of Incorporation that will provide for the phased-in elimination of the classification of the Board of Directors and the annual election of all directors.
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For |
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Against |
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Abstain |
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Proposal 1 |
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169,531,908 |
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851,724 |
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261,779 |
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Proposal No. 2: Election of Directors. By the vote reflected below, our shareholders elected the following individuals as directors for a one-year term:
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For |
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Against |
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Abstain |
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Broker Non- |
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Timothy K. Armour |
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129,898,076 |
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25,520,275 |
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455,621 |
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14,771,439 |
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J. Richard Fredericks |
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153,369,500 |
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2,040,886 |
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463,586 |
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14,771,439 |
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Lawrence E. Kochard |
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129,955,855 |
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25,462,558 |
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455,559 |
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14,771,439 |
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Proposal No. 3: Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor. By the vote reflected below, our shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2012:
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For |
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Against |
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Abstain |
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Proposal 3 |
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168,286,910 |
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1,892,718 |
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465,783 |
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Proposal No. 4: Approval and Adoption of an Amendment to the Janus 2010 Long-Term Incentive Stock Plan to Increase Authorized Shares and Increase Grant Limits. By the vote reflected below, our shareholders approved certain amendments to the Janus 2010 Long-Term Incentive Stock Plan:
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For |
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Against |
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Abstain |
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Broker Non- |
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Proposal 4 |
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129,412,728 |
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26,162,896 |
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298,348 |
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14,771,439 |
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Proposal No. 5: Non-binding Advisory Vote to Approve Executive Compensation. By the vote reflected below, our shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
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For |
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Against |
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Abstain |
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Broker Non- |
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Proposal 5 |
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95,485,999 |
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60,086,949 |
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301,024 |
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14,771,439 |
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Proposal No. 6: Non-binding Advisory Vote on a Shareholder Proposal for an Independent Chairman Policy. By the vote reflected below, our shareholders did not recommend that the Company’s Board of Directors adopt a policy requiring that the chairman be independent according to the applicable stock exchange listing standards:
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For |
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Against |
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Abstain |
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Broker Non- |
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Proposal 6 |
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61,676,617 |
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82,869,765 |
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9,238,630 |
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16,759,147 |
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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.
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Janus Capital Group Inc. | ||
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Date: April 26, 2012 |
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By: |
/s/ David W. Grawemeyer |
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Executive Vice President and General Counsel |