false 0001004434 0001004434 2021-06-09 2021-06-09 0001004434 us-gaap:CommonStockMember 2021-06-09 2021-06-09 0001004434 mgrb:M5.875JuniorSubordinatedNotesDue2059Member 2021-06-09 2021-06-09 0001004434 mgrb:M4.750JuniorSubordinatedNotesDue2060Member 2021-06-09 2021-06-09

 

 

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): June 9, 2021

 

 

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-13459   04-3218510
(Commission File Number)   (IRS Employer Identification No.)

777 South Flagler Drive, West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(800) 345-1100

(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 ($0.01 par value)   AMG   New York Stock Exchange
5.875% Junior Subordinated Notes due 2059   MGR   New York Stock Exchange
4.750% Junior Subordinated Notes due 2060   MGRB   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  ☐

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.  ☐

 

 

 


ITEM 1.01

Entry into a Material Definitive Agreement.

On June 10, 2021, Affiliated Managers Group, Inc. (the “Company”) entered into a Second Amendment to Third Amended and Restated Term Credit Agreement (the “Amendment”) among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”), which amends that certain Third Amended and Restated Term Credit Agreement, dated as of January 18, 2019 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of January 8, 2021, the “Term Credit Agreement”), among the Company, the several banks and other financial institutions from time to time party thereto, and the Administrative Agent. The Amendment does not change the commercial terms of the Term Credit Agreement other than a reduction in applicable interest rates.

This description is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1.

 

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 9, 2021. At that meeting, the stockholders considered and acted upon the following proposals:

1. The Election of Directors. The stockholders elected the following individuals to serve as directors until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The table below sets forth the voting results for each director:

 

     Votes For      Votes Against      Abstentions      Broker
Non-Votes
 

Karen L. Alvingham

     30,506,352        8,295,182        12,185        731,068  

Tracy A. Atkinson

     30,865,339        7,936,096        12,284        731,068  

Dwight D. Churchill

     30,260,382        8,540,719        12,618        731,068  

Jay C. Horgen

     38,580,976        219,534        13,209        731,068  

Reuben Jeffery III

     30,662,292        8,138,934        12,493        731,068  

Félix V. Matos Rodríguez

     31,304,483        7,496,823        12,413        731,068  

Tracy P. Palandjian

     30,456,687        8,345,179        11,853        731,068  

2. Non-Binding Advisory Vote on Executive Compensation. The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The table below sets forth the voting results:

 

     Votes For      Votes Against      Abstentions      Broker
Non-Votes
 

Say-on-Pay

     32,089,505        6,701,309        22,905        731,068  

3. Ratification of the Selection of PricewaterhouseCoopers LLP as the Companys Independent Registered Public Accounting Firm for the Current Fiscal Year. The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. The table below sets forth the voting results:

 

     Votes For      Votes Against          Abstentions         

PwC Ratification

     36,377,149        3,154,880        12,758                          

 

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

   No.   

  

Description

10.1    Second Amendment to Third Amended and Restated Term Credit Agreement, dated as of June 10, 2021, among Affiliated Managers Group, Inc., as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto.
104    Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

 

2


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.

 

    AFFILIATED MANAGERS GROUP, INC.

Date: June 11, 2021

    By:  

/s/ David M. Billings

    Name:   David M. Billings
    Title:   General Counsel and Secretary

 

3

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