0001113169falsePRICE T ROWE GROUP INC00011131692021-05-112021-05-11
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):May 11, 2021
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, Maryland21202
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:(410) 345-2000
N/A
(Former Name of 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:
☐ 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
Name of each exchange on which registered
Common Stock, par value $0.20
TROW
The NASDAQ Stock Market LLC
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 (§240.12-2 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 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of our stockholders was held on May 11, 2021. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 24, 2021. Shares eligible to vote were 227,453,209 at the record date of March 11, 2021.
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
149,501,353
10,946,016
162,794
31,783,148
Mary K. Bush
157,786,908
2,668,788
154,467
31,783,148
Dina Dublon
159,675,556
769,217
165,390
31,783,148
Dr. Freeman A. Hrabowski, III
158,343,323
1,423,726
843,114
31,783,148
Robert F. MacLellan
155,052,479
4,696,200
861,484
31,783,148
Olympia J. Snowe
158,506,196
1,948,831
155,136
31,783,148
Robert J. Stevens
159,366,385
1,067,299
176,479
31,783,148
William J. Stromberg
151,861,756
8,073,250
675,157
31,783,148
Richard R. Verma
159,665,807
780,061
164,295
31,783,148
Sandra S. Wijnberg
159,683,262
780,176
146,725
31,783,148
Alan D. Wilson
159,435,973
1,000,992
173,198
31,783,148
Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers
For
Against
Abstain
Broker Non-Vote
150,569,618
9,625,980
414,565
31,783,148
Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2020
For
Against
Abstain
Broker Non-Vote
186,333,494
5,828,742
231,075
—
Proposal 4 - Stockholder proposal requesting the preparation of a report on voting by our funds and portfolios on matters related to climate change
For
Against
Abstain
Broker Non-Vote
26,609,335
131,627,089
2,373,739
31,783,148
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/ Céline S. Dufétel
Céline S. Dufétel
Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
