UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2017
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:
[ ] 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))
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 26, 2017. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 17, 2017. Shares eligible to vote were 241,772,168 at the record date of February 24, 2017.
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 |
| Mark S. Bartlett | | 173,128,185 | | 2,673,184 | | 207,398 | | 34,530,774 |
| Edward C. Bernard | | 172,197,288 | | 3,587,668 | | 223,811 | | 34,530,774 |
| Mary K. Bush | | 172,730,261 | | 3,082,033 | | 196,473 | | 34,530,774 |
| H. Lawrence Culp, Jr. | | 173,170,351 | | 2,631,985 | | 206,431 | | 34,530,774 |
| Dr. Freeman A. Hrabowski, III | | 172,830,215 | | 2,982,885 | | 195,667 | | 34,530,774 |
| Robert F. MacLellan | | 170,980,286 | | 4,794,047 | | 234,434 | | 34,530,774 |
| Brian C. Rogers | | 172,766,245 | | 3,144,038 | | 98,484 | | 34,530,774 |
| Olympia J. Snowe | | 172,559,434 | | 3,263,828 | | 185,505 | | 34,530,774 |
| William J. Stromberg | | 175,099,025 | | 800,662 | | 109,080 | | 34,530,774 |
| Dwight S. Taylor | | 171,314,067 | | 4,482,244 | | 212,456 | | 34,530,774 |
| Anne Marie Whittemore | | 172,044,316 | | 3,775,135 | | 189,316 | | 34,530,774 |
| Sandra S. Wijnberg | | 173,273,519 | | 2,530,673 | | 204,575 | | 34,530,774 |
| Alan D. Wilson | | 173,211,125 | | 2,682,864 | | 114,778 | | 34,530,774 |
Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 166,821,321 | | 7,669,048 | | 1,518,398 | | 34,530,774 |
Proposal 3: Advisory Vote on the Selection of Frequency for the Advisory Vote on the Compensation Paid to our Named Executive Officers.
|
| | | | | | | | |
| For 1 Year | | For 2 Years | | For 3 Years | | Abstain | | Broker Non-Vote |
| 158,542,068 | | 160,414 | | 16,923,859 | | 382,426 | | 34,530,774 |
Proposal 4: Reapprove the Material Terms and Performance Criteria for Grants of Qualified Performance-Based Awards under the 2012 Long-Term Incentive Plan.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 168,705,176 | | 6,914,110 | | 389,481 | | 34,530,774 |
Proposal 5 - Approve the 2017 Non-Employee Director Equity Plan.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 149,502,588 | | 26,103,166 | | 403,013 | | 34,530,774 |
Proposal 6 - Approve the Restated 1986 Employee Stock Purchase Plan to Increase its Available Share Pool.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 170,964,141 | | 4,840,868 | | 203,758 | | 34,530,774 |
Proposal 7 - Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2017.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 204,622,582 | | 5,706,854 | | 210,105 | | — |
Proposal 8 - Stockholder Proposal for a Report on Voting by our Funds and Portfolios on Matters Related to Climate Change.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 15,345,191 | | 154,445,233 | | 6,218,343 | | 34,530,774 |
Proposal 9 - Stockholder Proposal for a Report on Voting by our Funds and Portfolios on Matters Related to Executive Compensation.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 9,107,300 | | 165,983,534 | | 917,933 | | 34,530,774 |
Proposal 10 - Stockholder Proposal for a Report on Employee Diversity and Related Policies and Programs.
|
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Vote |
| 54,519,027 | | 93,437,117 | | 28,050,264 | | 34,533,133 |
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
Vice President, Chief Financial Officer and Treasurer
Date: April 26, 2017
