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 23, 2013



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 23, 2013. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 14, 2013. Shares eligible to vote were 258,760,134 at the record date of February 21, 2013.

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
 
201,764,362

 
1,300,658

 
454,556

 
29,566,998

 
James T. Brady
 
201,421,426

 
1,793,209

 
304,941

 
29,566,998

 
Mary K. Bush
 
201,103,898

 
2,115,563

 
300,115

 
29,566,998

 
Donald B. Hebb, Jr.
 
200,211,384

 
2,869,625

 
438,567

 
29,566,998

 
Dr. Freeman A. Hrabowski, III
 
202,761,878

 
476,031

 
281,667

 
29,566,998

 
James A.C. Kennedy
 
202,196,237

 
939,090

 
384,249

 
29,566,998

 
Robert F. MacLellan
 
198,068,859

 
5,024,863

 
425,854

 
29,566,998

 
Brian C. Rogers
 
198,125,924

 
5,036,866

 
356,786

 
29,566,998

 
Dr. Alfred Sommer
 
199,174,352

 
3,918,059

 
427,165

 
29,566,998

 
Dwight S. Taylor
 
201,269,311

 
1,864,985

 
385,280

 
29,566,998

 
Anne Marie Whittemore
 
201,648,850

 
1,450,024

 
420,702

 
29,566,998

 


Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers.

For
 
Against
 
Abstain
 
Broker Non-Vote
200,118,200
 
2,310,132
 
1,090,637
 
29,567,605


Proposal 3: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2013.

For
 
Against
 
Abstain
 
Broker Non-Vote
226,778,323
 
5,984,084
 
324,167
 












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
Vice President, Chief Financial Officer and Treasurer    
Date: April 24, 2013