8-KSecurities & ListingShareholder Matters

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Unregistered Securities Sale (Jun 14, 2010)

Filed June 14, 2010For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) filed an 8-K on June 14, 2010, detailing two significant events. Firstly, the company reported the unregistered sale of equity securities, specifically the issuance of 873,626 shares of common stock due to the conversion of all outstanding Zero Coupon Senior Convertible Notes. Holders opted to convert these notes instead of accepting redemption, with the conversions occurring between May 14, 2010, and June 10, 2010. This conversion was conducted under the exemption provided by Section 3(a)(9) of the Securities Act of 1933 and resulted in no cash proceeds for AMG. Secondly, the report covers the outcomes of AMG's Annual Meeting of Stockholders held on June 8, 2010. Key resolutions passed include the election of directors for terms until the 2011 Annual Meeting, the approval of the amended and restated Long-Term Executive Incentive Plan, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the current fiscal year. The voting results indicate strong support for the directors and the accounting firm, with the incentive plan also receiving majority approval.

Key Highlights

  • 1AMG issued 873,626 shares of common stock due to the conversion of its Zero Coupon Senior Convertible Notes.
  • 2The conversion of convertible notes occurred between May 14, 2010, and June 10, 2010, in lieu of redemption.
  • 3The share issuance was conducted under the Section 3(a)(9) exemption of the Securities Act of 1933, meaning no cash was received by AMG for these shares.
  • 4Stockholders elected all listed directors to serve until the 2011 Annual Meeting.
  • 5The Long-Term Executive Incentive Plan, as amended and restated, was approved by stockholders.
  • 6PricewaterhouseCoopers LLP was ratified as AMG's independent registered public accounting firm for the current fiscal year.
  • 7The Annual Meeting of Stockholders took place on June 8, 2010, in Prides Crossing, Massachusetts.

Frequently Asked Questions

The issuance of 873,626 shares of AMG common stock was a result of holders of AMG's Zero Coupon Senior Convertible Notes electing to convert their notes into shares of common stock instead of having the notes redeemed, as per the terms of the Indenture dated May 7, 2001.

No, AMG did not receive any cash proceeds from these conversions. The conversion of the notes was an exchange of debt for equity, not a cash transaction for the company.

The Annual Meeting resulted in the election of directors, the approval of the Long-Term Executive Incentive Plan, and the ratification of PricewaterhouseCoopers LLP as the company's independent auditor for the current fiscal year. All these proposals received majority support from the stockholders.

The shares were issued under the exemption from registration requirements provided by Section 3(a)(9) of the Securities Act of 1933, as amended.