Current Report Filing (8-k)
May 04 2020 - 5:02PM
Edgar (US Regulatory)
0001274173
false
London
0001274173
2020-04-29
2020-04-30
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 30, 2020
Janus Henderson Group plc
(Exact name of registrant
as specified in its charter)
Jersey, Channel Islands
|
001-38103
|
98-1376360
|
(State or other jurisdiction
|
(Commission file
|
(IRS Employer
|
of incorporation)
|
number)
|
Identification Number)
|
201 Bishopsgate
EC2M 3AE
United Kingdom
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code
+44 (0) 20 7818 1818
Not Applicable
(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 2020 Annual General Meeting of Shareholders of Janus
Henderson Group plc (the ‘Company’) held in Denver, Colorado, on 30 April 2020, the shareholders voted on the 14 resolutions
contained in the Notice of Annual General Meeting (dated 19 March 2020 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 2019 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:
|
151,385,048
|
99.89
|
145,826
|
0.10
|
2,523,943
|
0
|
438
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
151,411,683
|
99.90
|
145,826
|
0.10
|
2,523,943
|
0
|
438
|
82.41
|
Resolution 2
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:
|
148,195,763
|
99.79
|
292,247
|
0.20
|
398,661
|
0
|
5,168,595
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
148,222,398
|
99.80
|
292,247
|
0.20
|
398,661
|
0
|
5,168,595
|
82.41
|
Resolution 3
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:
|
147,621,571
|
99.40
|
870,021
|
0.59
|
393,819
|
0
|
5,169,855
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
147,648,206
|
99.41
|
870,021
|
0.59
|
393,819
|
0
|
5,169,855
|
82.41
|
Resolution 4
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:
|
147,687,864
|
99.44
|
803,878
|
0.54
|
393,545
|
0
|
5,169,979
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
147,714,499
|
99.46
|
803,878
|
0.54
|
393,545
|
0
|
5,169,979
|
82.41
|
Resolution 5
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:
|
148,189,510
|
99.78
|
301,628
|
0.20
|
394,211
|
0
|
5,169,917
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
148,216,145
|
99.80
|
301,628
|
0.20
|
394,211
|
0
|
5,169,917
|
82.41
|
Resolution 6
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:
|
128,556,273
|
86.56
|
19,936,961
|
13.42
|
392,301
|
0
|
5,169,731
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
128,582,908
|
86.58
|
19,936,961
|
13.42
|
392,301
|
0
|
5,169,731
|
82.41
|
Resolution 7
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:
|
143,667,468
|
96.74
|
4,822,061
|
3.25
|
395,941
|
0
|
5,169,796
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
143,694,103
|
96.75
|
4,822,061
|
3.25
|
395,941
|
0
|
5,169,796
|
82.41
|
Resolution 8
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:
|
146,939,055
|
98.94
|
1,546,095
|
1.04
|
400,323
|
0
|
5,169,793
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
146,965,690
|
98.96
|
1,546,095
|
1.04
|
400,323
|
0
|
5,169,793
|
82.41
|
Resolution 9
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:
|
128,562,409
|
86.56
|
19,926,651
|
13.42
|
386,413
|
0
|
5,179,793
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
128,589,044
|
86.58
|
19,926,651
|
13.42
|
386,413
|
0
|
5,179,793
|
82.41
|
Resolution 10
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:
|
147,894,353
|
99.60
|
570,372
|
0.38
|
421,946
|
0
|
5,168,595
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
147,920,988
|
99.62
|
570,372
|
0.38
|
421,946
|
0
|
5,168,595
|
82.41
|
Resolution 11
It was resolved, as an ordinary resolution, to reappoint Mr
Tatsusaburo Yamamoto 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:
|
147,999,337
|
99.66
|
481,828
|
0.32
|
401,308
|
0
|
5,172,793
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
148,025,972
|
99.68
|
481,828
|
0.32
|
401,308
|
0
|
5,172,793
|
82.41
|
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:
|
153,159,198
|
99.40
|
442,331
|
0.29
|
453,583
|
0
|
154
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
153,185,833
|
99.42
|
442,331
|
0.29
|
453,583
|
0
|
154
|
82.41
|
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:
|
148,022,772
|
99.81
|
260,352
|
0.18
|
603,545
|
0
|
5,168,597
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
148,049,407
|
99.82
|
260,352
|
0.18
|
603,545
|
0
|
5,168,597
|
82.41
|
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:
|
148,011,442
|
99.81
|
260,011
|
0.18
|
613,858
|
0
|
5,169,955
|
82.39
|
Total number of votes cast on the poll:
|
26,635
|
0.02
|
0
|
0.0
|
0
|
N/A
|
N/A
|
0.01
|
Total number of votes cast:
|
148,038,077
|
99.82
|
260,011
|
0.18
|
613,858
|
0
|
5,169,955
|
82.41
|
*
|
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 (9 March 2020): 186,975,693 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
|
|
|
|
|
Date: May 4, 2020
|
By:
|
/s/ Roger Thompson
|
|
|
|
Roger Thompson
|
|
|
|
Chief Financial Officer
|
|
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