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 21, 2022
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.
As previously disclosed in the Current Report on Form 8-K filed by Janus Henderson Group plc (the “Company”) on March 23, 2022, the Company’s Board of Directors (the “Board”) appointed Ali Dibadj as its Chief Executive Officer, effective on a mutually agreed date no later than June 27, 2022. Today, the Company announced that Mr. Dibadj has commenced his employment as the Company’s new Chief Executive Officer and has been appointed to the Board, both effective as of June 21, 2022.
Biographical information regarding Mr. Dibadj, and information regarding his compensation arrangements, can be found in the Company’s Current Report on Form 8-K filed on March 23, 2022. There are no arrangements or understandings between Mr. Dibadj and any other person pursuant to which Mr. Dibadj was selected as a director. At this time, the Company is not aware of any transactions in which Mr. Dibadj has a direct or indirect interest that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 REGULATION FD DISCLOSURE.
On June 21, 2022, the Company issued a press release announcing that Ali Dibadj has commenced his employment and been appointed to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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: June 21, 2022 | |
