Current Report Filing (8-k)
May 03 2021 - 12:45PM
Edgar (US Regulatory)
0001274173
false
0001274173
2021-04-29
2021-04-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April 29, 2021
JANUS
HENDERSON GROUP PLC
(Exact name of registrant
as specified in its charter)
Jersey,
Channel Islands
|
001-38103
|
98-1376360
|
(State or other jurisdiction of
|
(Commission File Number)
|
(IRS Employer
|
incorporation)
|
|
Identification No.)
|
201
Bishopsgate
|
|
EC2M3AE
|
London,
United Kingdom
|
|
(Zip Code)
|
(Address of principal executive offices)
|
|
|
+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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
|
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.
|
At the 2021 Annual General Meeting of Shareholders of Janus Henderson
Group plc (the “Company”) held in Denver, Colorado, on 29 April 2021, shareholders voted on the 14 resolutions contained
in the Notice of Annual General Meeting (dated 19 March 2021 and lodged with the ASX and SEC), and all of the resolutions were adopted
by the required vote of the shareholders. All resolutions were decided on a poll, and no resolutions were amended or withdrawn. The results
of the voting on each resolution are set forth below.
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 2021 and the reports of the Directors and Auditors thereon.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
%
of
ISC
Voted**
|
|
Total
number of proxy votes exercised by all proxies validly appointed:
|
|
|
144,440,329
|
|
|
|
99.93
|
|
|
|
108,158
|
|
|
|
0.07
|
|
|
|
1,239,469
|
|
|
|
0
|
|
|
|
0
|
|
|
|
83.87
|
|
Total
number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Total
number of votes cast:
|
|
|
144,440,329
|
|
|
|
99.93
|
|
|
|
108,158
|
|
|
|
0.07
|
|
|
|
1,239,469
|
|
|
|
0
|
|
|
|
0
|
|
|
|
83.87
|
|
Resolution 2
It was resolved, as an ordinary resolution, to appoint Ms Alison Davis
as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,802,554
|
|
|
|
99.64
|
|
|
|
495,000
|
|
|
|
0.36
|
|
|
|
496,489
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.82
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,802,554
|
|
|
|
99.64
|
|
|
|
495,000
|
|
|
|
0.36
|
|
|
|
496,489
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.82
|
|
Resolution 3
It was resolved, as an ordinary resolution, to reappoint Ms Kalpana
Desai as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,804,326
|
|
|
|
99.64
|
|
|
|
499,264
|
|
|
|
0.36
|
|
|
|
490,453
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,804,326
|
|
|
|
99.64
|
|
|
|
499,264
|
|
|
|
0.36
|
|
|
|
490,453
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 4
It was resolved, as an ordinary resolution, to reappoint Mr Jeffrey
Diermeier as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,781,662
|
|
|
|
99.62
|
|
|
|
523,435
|
|
|
|
0.38
|
|
|
|
488,946
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,781,662
|
|
|
|
99.62
|
|
|
|
523,435
|
|
|
|
0.38
|
|
|
|
488,946
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 5
It was resolved, as an ordinary resolution, to reappoint Mr Kevin Dolan
as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,782,328
|
|
|
|
99.62
|
|
|
|
522,644
|
|
|
|
0.38
|
|
|
|
489,071
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,782,328
|
|
|
|
99.62
|
|
|
|
522,644
|
|
|
|
0.38
|
|
|
|
489,071
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 6
It was resolved, as an ordinary resolution, to reappoint Mr Eugene
Flood Jr as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,808,731
|
|
|
|
99.64
|
|
|
|
496,512
|
|
|
|
0.36
|
|
|
|
488,800
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,808,731
|
|
|
|
99.64
|
|
|
|
496,512
|
|
|
|
0.36
|
|
|
|
488,800
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 7
It was resolved, as an ordinary resolution, to reappoint Mr Richard
Gillingwater as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
133,285,231
|
|
|
|
96.02
|
|
|
|
5,518,185
|
|
|
|
3.98
|
|
|
|
990,627
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.54
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
133,285,231
|
|
|
|
96.02
|
|
|
|
5,518,185
|
|
|
|
3.98
|
|
|
|
990,627
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.54
|
|
Resolution 8
It was resolved, as an ordinary resolution, to reappoint Mr Lawrence
Kochard as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,380,941
|
|
|
|
99.34
|
|
|
|
921,485
|
|
|
|
0.66
|
|
|
|
488,617
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,380,941
|
|
|
|
99.34
|
|
|
|
921,485
|
|
|
|
0.66
|
|
|
|
488,617
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 9
It was resolved, as an ordinary resolution, to reappoint Mr Glenn Schafer
as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,361,994
|
|
|
|
99.32
|
|
|
|
944,113
|
|
|
|
0.68
|
|
|
|
487,936
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,361,994
|
|
|
|
99.32
|
|
|
|
944,113
|
|
|
|
0.68
|
|
|
|
487,936
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 10
It was resolved, as an ordinary resolution, to reappoint Angela Seymour-Jackson
as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
123,736,618
|
|
|
|
88.82
|
|
|
|
15,567,502
|
|
|
|
11.18
|
|
|
|
489,923
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
123,736,618
|
|
|
|
88.82
|
|
|
|
15,567,502
|
|
|
|
11.18
|
|
|
|
489,923
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.83
|
|
Resolution 11
It was resolved, as an ordinary resolution, to reappoint Mr Richard
Weil as a Director of the Company.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,672,598
|
|
|
|
99.58
|
|
|
|
581,651
|
|
|
|
0.42
|
|
|
|
539,794
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.80
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,672,598
|
|
|
|
99.58
|
|
|
|
581,651
|
|
|
|
0.42
|
|
|
|
539,794
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.80
|
|
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 Audit Committee of the Board of Directors to determine the remuneration of the Auditors.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
145,018,362
|
|
|
|
99.74
|
|
|
|
377,546
|
|
|
|
0.26
|
|
|
|
392,048
|
|
|
|
0
|
|
|
|
0
|
|
|
|
84.36
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
145,018,362
|
|
|
|
99.74
|
|
|
|
377,546
|
|
|
|
0.26
|
|
|
|
392,048
|
|
|
|
0
|
|
|
|
0
|
|
|
|
84.36
|
|
Resolution 13: Authority to purchase own shares
It was resolved, as a special resolution, to authorize the Company
to make purchases on a stock exchange of its ordinary shares, subject to certain specified conditions.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
139,006,834
|
|
|
|
99.86
|
|
|
|
195,690
|
|
|
|
0.14
|
|
|
|
591,519
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.77
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
139,006,834
|
|
|
|
99.86
|
|
|
|
195,690
|
|
|
|
0.14
|
|
|
|
591,519
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.77
|
|
Resolution 14: Authority to purchase own CDIs
It was resolved, as a special resolution, to authorize the Company
to make purchases on a stock exchange of its Chess Depositary Interests (CDIs), subject to certain specified conditions.
|
|
For
|
|
|
%
|
|
|
Against
|
|
|
%
|
|
|
Abstain*
|
|
|
Discretion
|
|
|
Broker
non-
votes*
|
|
|
% of
ISC
Voted**
|
|
Total number of proxy votes exercised by all proxies validly appointed:
|
|
|
138,929,692
|
|
|
|
99.85
|
|
|
|
211,006
|
|
|
|
0.15
|
|
|
|
653,345
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.73
|
|
Total number of votes cast on the poll:
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0.0
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
0
|
|
Total number of votes cast:
|
|
|
138,929,692
|
|
|
|
99.85
|
|
|
|
211,006
|
|
|
|
0.15
|
|
|
|
653,345
|
|
|
|
0
|
|
|
|
5,993,913
|
|
|
|
80.73
|
|
|
*
|
In tabulating the voting results, only FOR and AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes
of determining whether a quorum is present.
|
|
**
|
Issued Share Capital as at the record date (11 March 2021): 172,349,989 shares.
|
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
|
|
|
|
By:
|
/s/ Roger Thompson
|
|
Name:
|
Roger Thompson
|
|
Title:
|
Chief Financial Officer
|
|
|
|
Date: April 30, 2021
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