Current Report Filing (8-k)
February 16 2021 - 6:44AM
Edgar (US Regulatory)
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0001274173
2021-02-16
2021-02-16
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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): February 16, 2021
JANUS HENDERSON GROUP PLC
(Exact name of registrant
as specified in its charter)
Jersey, Channel Islands
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001-38103
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98-1376360
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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201 Bishopsgate
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EC2M3AE
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London, United Kingdom
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(Zip Code)
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(Address of principal executive offices)
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+44 (0) 20 7818 1818
(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):
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.50 Per Share Par Value
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JHG
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New York Stock Exchange
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 16, 2021, Janus Henderson Group
plc (“JHG”) announced that the JHG Board of Directors (the “Board”)
has appointed Alison Davis to serve as an independent non-executive director on the Board, effective immediately. Ms. Davis was
also appointed to serve as a member of the Audit Committee, the Nominating and Corporate Governance Committee and the Risk Committee.
There is no arrangement or understanding
between Ms. Davis and any other person pursuant to which Ms. Davis was selected as a director. At this time, JHG is not aware of
any transactions in which Ms. Davis has a direct or indirect interest that would require disclosure under Item 404(a) of Regulation
S-K.
A copy of the press release announcing Ms.
Davis’s appointment to the Board is included as Exhibit 99.1 to this report. Ms. Davis will participate in JHG’s standard
non-executive director compensation program previously described in Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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JANUS
HENDERSON GROUP PLC
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By:
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/s/
Roger Thompon
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Name:
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Roger
Thompson
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Title:
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Chief
Financial Officer
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Date: February 16, 2021
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