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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 2, 2019

 

 

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)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1.50 Per Share Par Value

 

JHG

 

New York Stock Exchange

 

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 21 March 2019 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 2 May 2019.

 

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 receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2018 and the reports of the Director and Auditors thereon.

 

 

 

For

 

%

 

Against

 

%

 

Votes
withheld*

 

Broker
non-
votes

 

Total
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

156,189,808

 

99.97

 

159,256

 

0.03

 

848,498

 

0

 

156,349,064

 

79.67%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

2


 

Resolution 2

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

151,227,278

 

99.73

 

416,290

 

0.27

 

449,314

 

5,104,680

 

151,643,568

 

77.27%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Resolution 3

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

151,157,344

 

99.62

 

575,522

 

0.38

 

360,016

 

5,104,680

 

151,732,866

 

77.31%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

3


 

Resolution 4

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

150,953,433

 

99.49

 

770,344

 

0.51

 

369,105

 

5,104,680

 

151,723,777

 

77.31%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Resolution 5

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

151,030,644

 

99.54

 

696,745

 

0.46

 

365,493

 

5,104,680

 

151,727,389

 

77.31%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

4


 

Resolution 6

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

149,898,923

 

98.84

 

1,754,027

 

1.16

 

439,932

 

5,104,680

 

151,652,950

 

77.27%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Resolution 7

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

148,537,847

 

98.07

 

2,918,722

 

1.93

 

636,313

 

5,104,680

 

151,456,569

 

77.17%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

5


 

Resolution 8

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

148,975,691

 

98.37

 

2,471,465

 

1.63

 

645,726

 

5,104,680

 

151,447,156

 

77.17%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Resolution 9

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

132,166,329

 

87.11

 

19,561,130

 

12.89

 

365,423

 

5,104,680

 

151,727,459

 

77.31%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

6


 

Resolution 10

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

150,961,356

 

99.49

 

781,358

 

0.51

 

350,168

 

5,104,680

 

151,742,714

 

77.32%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Resolution 11

 

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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

151,111,163

 

99.59

 

619,557

 

0.41

 

362,162

 

5,104,680

 

151,730,720

 

77.31%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

7


 

Resolution 12: 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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

156,322,256

 

99.74

 

414,069

 

0.26

 

461,237

 

0

 

156,736,325

 

79.86%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Resolution 13: 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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

151,233,165

 

99.87

 

194,359

 

0.13

 

665,358

 

5,104,680

 

151,427,524

 

77.16%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

8


 

Resolution 14: 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
(ex. votes
withheld)

 

% of
ISC
Voted**

Total number of proxy votes exercisable by all proxies validly appointed:

 

151,160,109

 

99.85

 

230,874

 

0.15

 

701,899

 

5,104,680

 

151,390,983

 

77.14%

Total number of votes cast on the poll:

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 


* 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 March 11, 2019: 196,255,064

 

9


 

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 3, 2019

By:

/s/ ROGER THOMPSON

 

Roger Thompson

 

Chief Financial Officer

 

10


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