Additional Proxy Soliciting Materials (definitive) (defa14a)
March 24 2023 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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x |
Filed by the Registrant |
¨ |
Filed by a Party other than the Registrant |
Check the appropriate box: |
¨ |
Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
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Definitive Proxy Statement |
x |
Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
JANUS HENDERSON GROUP PLC
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply): |
x |
No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
SUPPLEMENT TO PROXY
STATEMENT
FOR THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 3,
2023
This Proxy Statement
Supplement, dated March 24, 2023 (this “Supplement”), supplements the Proxy Statement, dated March 23,
2023 (the “Proxy Statement”), in connection with the solicitation of proxies by and on behalf of the Board of
Directors (the “Board”) with respect to the 2023 Annual General Meeting of Shareholders (the “Annual
Meeting”) of Janus Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (the “Company”),
to be held on Wednesday, May 3, 2023. The primary purpose of this Supplement is to provide information relating to the resignation
of a member of the Board and should be read in conjunction with the Proxy Statement.
Withdrawal of Nominee for Election as Director
On March 24, 2023,
Alison Davis resigned from the Board, effective immediately. Accordingly, Ms. Davis also no longer serves as the Chair of the Audit
Committee or as a member of the Nominating and Corporate Governance Committee and the Risk Committee. Ms. Davis’ resignation
is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
The nomination of Ms. Davis
has been withdrawn, and no other nominee for election at the Annual Meeting will be named in place of Ms. Davis. In addition, the
Board appointed John Cassaday as the Chair of the Audit Committee, effective March 24, 2023.
For detailed information
regarding the composition of our Board and its committees, as well as other corporate governance policies, please refer to the Proxy Statement.
Voting Matters
If you have already returned
your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote. Proxies already
returned by shareholders will remain valid and will be voted at the Annual Meeting unless revoked. Shares represented by proxy cards returned
before the Annual Meeting will be voted for the directors nominated by the Board as instructed on the form, except that votes will not
be cast for Ms. Davis because she is no longer standing for election. If you have not yet returned your proxy card or submitted your
voting instructions, please complete the form or submit instructions, disregarding Ms. Davis’ name as a nominee for election
as director.
We look forward to your participation at the
Annual Meeting.
Sincerely,
John Cassaday
Chair
Janus Henderson (NYSE:JHG)
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