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): July 26, 2020

MANNING & NAPIER, INC.

(Exact name of registrant as specified in its charter)

290 Woodcliff Drive, Fairport, New York 14450

(Address of principal executive offices and zip code)

(585) 325-6880

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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  ☐

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.  ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of July 26, 2020, the Board of Directors of Manning & Napier, Inc. (the “Company”) approved amendments to and the restatement of the Company’s Bylaws to: (i) give the Lead Independent Director the authority to call special meetings of the Board of Directors; (ii) provide that the Lead Independent Director will preside at meetings of the Board of Directors or meetings of the Company’s stockholders in absence of the Chairman; (iii) remove references to the Company’s Class B Common Stock, which class of stock expired on November 17, 2017, and (iv) to revise the voting standard applicable to proposals presented at meetings of the Company’s stockholders to be a majority of the votes present and cast on each proposal. A copy of the Bylaws, as amended, is attached hereto as Exhibit 3.1.

Item 8.01 Other Events.

On July 30, 2020, Manning & Napier, Inc. (the “Company”) issued a press release to announce the appointment of its Chief Executive Officer, Marc Mayer, as the Chairman of the Board of Directors and the appointment of Edward Pettinella as Lead Independent Director of the Board of Directors. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.