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Section 1: 8-K (8-K)

 

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

2



 

Resolution 3

 

It was resolved, as an ordinary resolution, to reappoint Ms K Desai as a Director of the Company.

 

 

 

For

 

%

 

Against

 

%

 

Votes
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

3



 

Resolution 6

 

It was resolved, as an ordinary resolution, to reappoint Mr E Flood Jr as a Director of the Company.

 

 

 

For

 

%

 

Against

 

%

 

Votes
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

4



 

Resolution 9

 

It was resolved, as an ordinary resolution, to reappoint Mr L Kochard as a Director of the Company.

 

 

 

For

 

%

 

Against

 

%

 

Votes
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

5



 

Resolution 12

 

It was resolved, as an ordinary resolution, to reappoint Mr R Weil as a Director of the Company.

 

 

 

For

 

%

 

Against

 

%

 

Votes
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

6



 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

7



 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

8



 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

 

9



 

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
withheld*

 

Broker
non-votes

 

Total
(excluding
votes
withheld)

 

% of
ISC
Voted**

 

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

 

10



 

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.

 

 

Janus Henderson Group plc

 

 

 

Date: May 4, 2018

By:

/s/ Andrew Formica

 

Andrew Formica

 

Executive Director and Co-Chief Executive Officer

 

11


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