UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 15, 2015

 

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)

 

(Zip Code)

 

(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):

 

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 Stockholders of Affiliated Managers Group, Inc. (the “Company”) was held on June 15, 2015.  At that meeting, the stockholders considered and acted upon the following proposals:

 

1.  The Election of DirectorsThe stockholders elected the following individuals to serve as directors until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.  Each nominee was approved by the stockholders by the affirmative vote of at least 98% of the votes cast.  The table below sets forth the voting results for each director:

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Samuel T. Byrne

 

47,032,017

 

442,279

 

46,424

 

Dwight D. Churchill

 

46,866,888

 

607,410

 

46,422

 

Glenn Earle

 

47,383,180

 

90,893

 

46,647

 

Niall Ferguson

 

47,323,778

 

150,555

 

46,387

 

Sean M. Healey

 

46,552,973

 

867,102

 

100,645

 

Tracy P. Palandjian

 

46,867,783

 

606,618

 

46,319

 

Patrick T. Ryan

 

46,916,104

 

503,894

 

100,722

 

Jide J. Zeitlin

 

47,463,100

 

11,121

 

46,499

 

 

2.   Non-Binding Advisory Vote on Executive Compensation.  The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers by the affirmative vote of approximately 97% of the votes cast.  The table below sets forth the voting results:

 

Votes For

 

Votes Against

 

Abstentions

46,121,537

 

1,327,554

 

71,629

 

3.   Re-approve the Material Terms of the Performance Measures Included in the Company’s Executive Incentive Plan. The stockholders voted to re-approve the material terms of the performance measures included in the Company’s Executive Incentive Plan, as amended and restated, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.  The proposal was approved by the stockholders by the affirmative vote of approximately 98% of the votes cast.  The table below sets forth the voting results:

 

Votes For

 

Votes Against

 

Abstentions

46,403,213

 

1,048,505

 

69,002

 

4.  The Ratification of the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal YearThe stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year.  The proposal was approved by the stockholders by the affirmative vote of approximately 92% of the votes cast.  The table below sets forth the voting results:

 

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Votes For

 

Votes Against

 

Abstentions

45,460,187

 

4,218,671

 

52,758

 

In addition, in the case of proposals one, two and three, the number of broker non-votes was 2,210,896.  There were no broker non-votes on proposal four.

 

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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: June 16, 2015

 

 

 

By:

/s/ David M. Billings

 

 

Name:

David M. Billings

 

 

Title:

Executive Vice President, General Counsel and Secretary

 

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