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)
May 3, 2018
Janus Henderson Group plc
(Exact name of registrant as specified in its charter)
|
Jersey, Channel Islands |
|
001-38103 |
|
98-1376360 |
|
(State or other jurisdiction |
|
(Commission file |
|
(IRS Employer |
|
of incorporation) |
|
number) |
|
Identification Number) |
201 Bishopsgate
EC2M 3AE
United Kingdom
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
+44 (0) 20 7818 1818
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
Janus Henderson Group plc (the “Company”) reports that the resolutions contained in the Notice of Annual General Meeting (dated 22 March 2018 and lodged with the ASX and SEC) were each passed by the requisite majority of shareholders at the Annual General Meeting of Shareholders held in Denver, Colorado on 3 May 2018.
All resolutions were decided on a poll.
No resolutions were amended or withdrawn. The full text of each resolution is contained in the Notice of Annual General Meeting. Capitalised terms used below have the same meaning as in the Notice of Annual General Meeting.
Resolution 1: Annual Report and Accounts
It was resolved, as an ordinary resolution, to the Annual Report and Accounts of the Company for the financial year ended 31 December 2017 and the reports of the Director and Auditors thereon.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
141,875,347 |
|
99.79 |
|
302,298 |
|
0.21 |
|
4,042,524 |
|
0 |
|
142,177,645 |
|
70.94 |
|
|
Total number of votes cast on the poll: |
|
141,875,347 |
|
99.79 |
|
302,298 |
|
0.21 |
|
4,042,524 |
|
0 |
|
142,177,645 |
|
70.94 |
|
Resolution 2
It was resolved, as an ordinary resolution, to reappoint Ms S Arkle as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,970,303 |
|
99.82 |
|
248,149 |
|
0.18 |
|
83,759 |
|
4,917,958 |
|
141,218,452 |
|
70.47 |
|
|
Total number of votes cast on the poll: |
|
140,970,303 |
|
99.82 |
|
248,149 |
|
0.18 |
|
83,759 |
|
4,917,958 |
|
141,218,452 |
|
70.47 |
|
Resolution 3
It was resolved, as an ordinary resolution, to reappoint Ms K Desai as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,974,384 |
|
99.83 |
|
243,922 |
|
0.17 |
|
83,905 |
|
4,917,958 |
|
141,218,306 |
|
70.47 |
|
|
Total number of votes cast on the poll: |
|
140,974,384 |
|
99.83 |
|
243,922 |
|
0.17 |
|
83,905 |
|
4,917,958 |
|
141,218,306 |
|
70.47 |
|
Resolution 4
It was resolved, as an ordinary resolution, to reappoint Mr J Diermeier as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,768,930 |
|
99.68 |
|
447,730 |
|
0.32 |
|
85,551 |
|
4,917,958 |
|
141,216,660 |
|
70.47 |
|
|
Total number of votes cast on the poll: |
|
140,768,930 |
|
99.68 |
|
447,730 |
|
0.32 |
|
85,551 |
|
4,917,958 |
|
141,216,660 |
|
70.47 |
|
Resolution 5
It was resolved, as an ordinary resolution, to reappoint Mr K Dolan as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,927,143 |
|
99.80 |
|
288,006 |
|
0.20 |
|
87,062 |
|
4,917,958 |
|
141,215,149 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,927,143 |
|
99.80 |
|
288,006 |
|
0.20 |
|
87,062 |
|
4,917,958 |
|
141,215,149 |
|
70.46 |
|
Resolution 6
It was resolved, as an ordinary resolution, to reappoint Mr E Flood Jr as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,894,521 |
|
99.78 |
|
315,881 |
|
0.22 |
|
91,809 |
|
4,917,958 |
|
141,210,402 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,894,521 |
|
99.78 |
|
315,881 |
|
0.22 |
|
91,809 |
|
4,917,958 |
|
141,210,402 |
|
70.46 |
|
Resolution 7
It was resolved, as an ordinary resolution, to reappoint Mr A Formica as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,934,347 |
|
99.81 |
|
271,630 |
|
0.19 |
|
96,234 |
|
4,917,958 |
|
141,205,977 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,934,347 |
|
99.81 |
|
271,630 |
|
0.19 |
|
96,234 |
|
4,917,958 |
|
141,205,977 |
|
70.46 |
|
Resolution 8
It was resolved, as an ordinary resolution, to reappoint Mr R Gillingwater as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,233,296 |
|
99.31 |
|
972,359 |
|
0.69 |
|
96,556 |
|
4,917,958 |
|
141,205,655 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,233,296 |
|
99.31 |
|
972,359 |
|
0.69 |
|
96,556 |
|
4,917,958 |
|
141,205,655 |
|
70.46 |
|
Resolution 9
It was resolved, as an ordinary resolution, to reappoint Mr L Kochard as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,302,510 |
|
99.36 |
|
907,986 |
|
0.64 |
|
91,715 |
|
4,917,958 |
|
141,210,496 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,302,510 |
|
99.36 |
|
907,986 |
|
0.64 |
|
91,715 |
|
4,917,958 |
|
141,210,496 |
|
70.46 |
|
Resolution 10
It was resolved, as an ordinary resolution, to reappoint Mr G Schafer as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,782,410 |
|
99.69 |
|
431,149 |
|
0.31 |
|
88,652 |
|
4,917,958 |
|
141,213,559 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,782,410 |
|
99.69 |
|
431,149 |
|
0.31 |
|
88,652 |
|
4,917,958 |
|
141,213,559 |
|
70.46 |
|
Resolution 11
It was resolved, as an ordinary resolution, to reappoint Ms A Seymour-Jackson as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
117,082,782 |
|
82.91 |
|
24,131,779 |
|
17.09 |
|
87,650 |
|
4,917,958 |
|
141,214,561 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
117,082,782 |
|
82.91 |
|
24,131,779 |
|
17.09 |
|
87,650 |
|
4,917,958 |
|
141,214,561 |
|
70.46 |
|
Resolution 12
It was resolved, as an ordinary resolution, to reappoint Mr R Weil as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,753,208 |
|
99.73 |
|
377,433 |
|
0.27 |
|
171,570 |
|
4,917,958 |
|
141,130,641 |
|
70.42 |
|
|
Total number of votes cast on the poll: |
|
140,753,208 |
|
99.73 |
|
377,433 |
|
0.27 |
|
171,570 |
|
4,917,958 |
|
141,130,641 |
|
70.42 |
|
Resolution 13
It was resolved, as an ordinary resolution, to reappoint Mr T Yamamoto as a Director of the Company.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,118,980 |
|
99.22 |
|
1,096,712 |
|
0.78 |
|
86,519 |
|
4,917,958 |
|
141,215,692 |
|
70.46 |
|
|
Total number of votes cast on the poll: |
|
140,118,980 |
|
99.22 |
|
1,096,712 |
|
0.78 |
|
86,519 |
|
4,917,958 |
|
141,215,692 |
|
70.46 |
|
Resolution 14: Reappointment of the Auditors
It was resolved, as an ordinary resolution, to reappoint PricewaterhouseCoopers LLP as Auditors to the Company and to authorise the Directors to agree the remuneration of the Auditors.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
144,843,660 |
|
99.19 |
|
1,175,966 |
|
0.81 |
|
200,543 |
|
0 |
|
146,019,626 |
|
72.86 |
|
|
Total number of votes cast on the poll: |
|
144,843,660 |
|
99.19 |
|
1,175,966 |
|
0.81 |
|
200,543 |
|
0 |
|
146,019,626 |
|
72.86 |
|
Resolution 15: Janus Henderson Group plc Deferred Equity Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc Deferred Equity Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
117,606,643 |
|
83.37 |
|
23,463,855 |
|
16.63 |
|
231,713 |
|
4,917,958 |
|
141,070,498 |
|
70.39 |
|
|
Total number of votes cast on the poll: |
|
117,606,643 |
|
83.37 |
|
23,463,855 |
|
16.63 |
|
231,713 |
|
4,917,958 |
|
141,070,498 |
|
70.39 |
|
Resolution 16: Janus Henderson Group plc Restricted Share Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc Restricted Share Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
102,159,425 |
|
72.75 |
|
38,267,131 |
|
27.25 |
|
875,655 |
|
4,917,958 |
|
140,426,556 |
|
70.07 |
|
|
Total number of votes cast on the poll: |
|
102,159,425 |
|
72.75 |
|
38,267,131 |
|
27.25 |
|
875,655 |
|
4,917,958 |
|
140,426,556 |
|
70.07 |
|
Resolution 17: Janus Henderson Group plc Buy As You Earn Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc Buy As You Earn Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,416,770 |
|
99.53 |
|
659,733 |
|
0.47 |
|
225,708 |
|
4,917,958 |
|
141,076,503 |
|
70.40 |
|
|
Total number of votes cast on the poll: |
|
140,416,770 |
|
99.53 |
|
659,733 |
|
0.47 |
|
225,708 |
|
4,917,958 |
|
141,076,503 |
|
70.40 |
|
Resolution 18: Janus Henderson Group plc International Buy As You Earn Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc International Buy As You Earn Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,430,489 |
|
99.54 |
|
647,270 |
|
0.46 |
|
224,452 |
|
4,917,958 |
|
140,077,759 |
|
70.40 |
|
|
Total number of votes cast on the poll: |
|
140,430,489 |
|
99.54 |
|
647,270 |
|
0.46 |
|
224,452 |
|
4,917,958 |
|
140,077,759 |
|
70.40 |
|
Resolution 19: Janus Henderson Group plc Sharesave Scheme
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc Sharesave Scheme.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,563,447 |
|
99.65 |
|
500,215 |
|
0.35 |
|
238,549 |
|
4,917,958 |
|
141,063,662 |
|
70.39 |
|
|
Total number of votes cast on the poll: |
|
140,563,447 |
|
99.65 |
|
500,215 |
|
0.35 |
|
238,549 |
|
4,917,958 |
|
141,063,662 |
|
70.39 |
|
Resolution 20: Janus Henderson Group plc 2010 Long Term Incentive Stock Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc 2010 Long Term Incentive Stock Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
99,085,411 |
|
70.56 |
|
41,351,576 |
|
29.44 |
|
865,224 |
|
4,917,958 |
|
140,436,987 |
|
70.08 |
|
|
Total number of votes cast on the poll: |
|
99,085,411 |
|
70.56 |
|
41,351,576 |
|
29.44 |
|
865,224 |
|
4,917,958 |
|
140,436,987 |
|
70.08 |
|
Resolution 21: Janus Henderson Group plc 2012 Employment Inducement Award Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc 2012 Employment Inducement Award Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
120,098,776 |
|
85.14 |
|
20,960,276 |
|
14.86 |
|
243,159 |
|
4,917,958 |
|
141,059,052 |
|
70.39 |
|
|
Total number of votes cast on the poll: |
|
120,098,776 |
|
85.14 |
|
20,960,276 |
|
14.86 |
|
243,159 |
|
4,917,958 |
|
141,059,052 |
|
70.39 |
|
Resolution 22: Janus Henderson Group plc Employee Stock Purchase Plan
It was resolved, as an ordinary resolution, to approve the Janus Henderson Group plc Employee Stock Purchase Plan.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
122,255,008 |
|
86.65 |
|
18,840,293 |
|
13.35 |
|
206,910 |
|
4,917,958 |
|
141,095,301 |
|
70.40 |
|
|
Total number of votes cast on the poll: |
|
122,255,008 |
|
86.65 |
|
18,840,293 |
|
13.35 |
|
206,910 |
|
4,917,958 |
|
141,095,301 |
|
70.40 |
|
Resolution 23: Authority to purchase own shares
It was resolved, as a special resolution, to authorise the Company to purchase its own shares.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,490,382 |
|
99.70 |
|
426,412 |
|
0.30 |
|
385,417 |
|
4,917,958 |
|
140,916,794 |
|
70.32 |
|
|
Total number of votes cast on the poll: |
|
140,490,382 |
|
99.70 |
|
426,412 |
|
0.30 |
|
385,417 |
|
4,917,958 |
|
140,916,794 |
|
70.32 |
|
Resolution 24: Authority to purchase own CDIs
It was resolved, as a special resolution, to authorise the Company to purchase its own CDIs.
|
|
|
For |
|
% |
|
Against |
|
% |
|
Votes |
|
Broker |
|
Total |
|
% of |
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
|
140,464,693 |
|
99.69 |
|
439,941 |
|
0.31 |
|
397,577 |
|
4,917,958 |
|
140,904,634 |
|
70.31 |
|
|
Total number of votes cast on the poll: |
|
140,464,693 |
|
99.69 |
|
439,941 |
|
0.31 |
|
397,577 |
|
4,917,958 |
|
140,904,634 |
|
70.31 |
|
* A ‘vote withheld’ is not a vote in law. These were not counted in the calculation of the proportion of the votes for and against each of the resolutions.
** Issued Share Capital as of 3 May 2018: 200,406,138
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 Henderson Group plc | |
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Date: May 4, 2018 |
By: |
/s/ Andrew Formica |
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Andrew Formica | |
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Executive Director and Co-Chief Executive Officer | |