Form 8-K - Current report

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): August 18, 2023

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2023, Janus Henderson Group plc (the “Company”) announced that Tiphani Krueger, Global Head of Human Resources, would be leaving the Company effective as of November 1, 2023 (the “Separation Date”).

In connection with her departure, Janus Henderson Investors US LLC (“JHIUS”), a wholly-owned subsidiary of Janus Henderson, has entered into a Separation and Release Agreement (the “Separation Agreement”) with Ms. Krueger. The Separation Agreement provides that, subject to execution of a release of claims, Ms. Krueger will be entitled to receive certain benefits in accordance with the previously disclosed terms of the Company’s compensation and benefit plans that are payable upon a termination without cause from the Company. Consistent with other employees in like circumstances and in accordance with existing plans and agreements, Ms. Krueger’s outstanding deferred compensation awards will remain outstanding after her departure and will continue to vest on schedule subject to all other provisions in the respective award agreements, including, without limitation, applicable performance criteria and forfeiture (malus) and clawback provisions. Ms. Krueger also will be eligible to receive a pro-rated bonus for the 2023 performance year and continued health care coverage for up to twelve months.

The Separation Agreement includes covenants not to solicit, not to disparage, to maintain confidentiality and to cooperate with the Company and its affiliates.

The foregoing description of the Settlement Agreement is a summary of material terms only and is qualified in its entirety by the full text of the agreement, which will be filed as an exhibit to our Form 10-Q.

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.

	JANUS HENDERSON GROUP PLC

	By:	/s/ Roger Thompson
	Name:	Roger Thompson
	Title:	Chief Financial Officer

Date: August 18, 2023

Cover	Aug. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 18, 2023
Entity File Number	001-38103
Entity Registrant Name	JANUS HENDERSON GROUP PLC
Entity Central Index Key	0001274173
Entity Tax Identification Number	98-1376360
Entity Incorporation, State or Country Code	Y9
Entity Address, Address Line One	201 Bishopsgate
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC2M3AE
Country Region	+44
City Area Code	(0) 20
Local Phone Number	7818 1818
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.50 Per Share Par Value
Trading Symbol	JHG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false