SEC Form 8-K filed by Affiliated Managers Group Inc.

 

 

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): May 22, 2024

 

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

001-13459		04-3218510
(Commission File Number)		(IRS Employer Identification No.)

 

777 South Flagler Drive, West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(800) 345-1100

(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))

 

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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 ($0.01 par value)		AMG		New York Stock Exchange
5.875% Junior Subordinated Notes due 2059		MGR		New York Stock Exchange
4.750% Junior Subordinated Notes due 2060		MGRB		New York Stock Exchange
4.200% Junior Subordinated Notes due 2061		MGRD		New York Stock Exchange
6.750% Junior Subordinated Notes due 2064		MGRE		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 ☐

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 Stockholders of Affiliated Managers Group, Inc. (the “Company”) was held on May 22, 2024. At that meeting, the stockholders considered and acted upon the following proposals:

1. The Election of Directors. The stockholders elected the following individuals to serve as directors until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each nominee was approved by the stockholders by the affirmative vote of at least 94% of the votes cast. The table below sets forth the voting results for each director:

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Karen L. Alvingham			28,044,054				919,451				11,718				1,144,194
Dwight D. Churchill			27,169,566				1,793,708				11,949				1,144,194
Annette Franqui			28,931,632				31,921				11,670				1,144,194
Jay C. Horgen			28,839,108				124,572				11,543				1,144,194
Reuben Jeffery III			28,139,089				824,552				11,582				1,144,194
Félix V. Matos Rodríguez			28,224,282				739,351				11,590				1,144,194
Tracy P. Palandjian			27,565,072				1,398,700				11,451				1,144,194
David C. Ryan			28,392,916				570,907				11,400				1,144,194
Loren M. Starr			28,843,571				120,231				11,421				1,144,194

2. Non-Binding Advisory Vote on Executive Compensation. The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers by the affirmative vote of 97% of the votes cast. The table below sets forth the voting results:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
28,163,476		800,892		10,855		1,144,194

3. Ratification of the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year. The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. The proposal was approved by the stockholders by the affirmative vote of 90% of the votes cast. The table below sets forth the voting results:

 

Votes For		Votes Against		Abstentions
27,204,640		2,904,828		9,949

 

 

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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.

 

				AFFILIATED MANAGERS GROUP, INC.
Date: May 24, 2024				By:		/s/ Kavita Padiyar
				Name:		Kavita Padiyar
				Title:		General Counsel and Corporate Secretary

 

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