UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934
Pursuant to Section 13 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 14, 2011
T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 000-32191 | 52-2264646 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 East Pratt Street, Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(410) 345-2000
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 — Corporate Governance and Management
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of our stockholders was held on April 14, 2011. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 4, 2011. Shares eligible to vote were 259,307,564 at the record date of February 11, 2011.
The tabulation of votes for each proposal voted on by stockholders was as follows:
Proposal 1: Election of Directors.
| Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Edward C. Bernard | 199,243,556 | 4,150,716 | 77,160 | 28,894,336 | ||||||||||||
| James T. Brady | 201,635,066 | 1,755,053 | 81,313 | 28,894,336 | ||||||||||||
| J. Alfred Broaddus, Jr. | 201,133,103 | 2,266,604 | 71,725 | 28,894,336 | ||||||||||||
| Donald B. Hebb, Jr. | 181,403,065 | 21,975,178 | 93,189 | 28,894,336 | ||||||||||||
| James A.C. Kennedy | 199,900,071 | 3,475,492 | 95,869 | 28,894,336 | ||||||||||||
| Robert F. MacLellan | 201,671,777 | 1,453,442 | 346,213 | 28,894,336 | ||||||||||||
| Brian C. Rogers | 199,335,285 | 4,064,165 | 71,982 | 28,894,336 | ||||||||||||
| Dr. Alfred Sommer | 201,763,409 | 1,335,274 | 372,749 | 28,894,336 | ||||||||||||
| Dwight S. Taylor | 201,643,236 | 1,719,019 | 109,177 | 28,894,336 | ||||||||||||
| Anne Marie Whittemore | 200,117,223 | 3,016,897 | 337,312 | 28,894,336 | ||||||||||||
Proposal 2: Advisory vote on the compensation paid to our named executive officers.
| For | Against | Abstain | Broker Non-Vote | |||
| 199,139,118 | 1,730,428 | 2,601,521 | 28,894,701 |
Proposal 3: Advisory vote on the selection of frequency for the advisory vote on the compensation paid to our named executive officers.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote | ||||
| 176,226,170 | 3,350,183 | 21,801,692 | 1,533,387 | 29,454,336 |
Based on the Board of Directors’ recommendation in the proxy statement and the voting results on Proposal 3, the company has adopted a policy to hold the advisory vote on compensation paid to our named executive officers annually.
Proposal 4: Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2011.
| For | Against | Abstain | ||
| 226,214,373 | 5,931,446 | 219,949 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
T. Rowe Price Group, Inc.
| By: | /s/ Kenneth V. Moreland Kenneth V. Moreland Vice President and Chief Financial Officer Date: April 18, 2011 |