8-KShareholder Matters

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Shareholder Vote Results (Jun 3, 2011)

Filed June 3, 2011For Securities:AMGMGRBMGRMGRDMGRE

Summary

This Form 8-K filing by Affiliated Managers Group, Inc. (AMG) reports the results of its Annual Meeting of Stockholders held on May 31, 2011. Key outcomes include the election of directors, approval of the 2011 Stock Option and Incentive Plan, and advisory votes on executive compensation and its frequency. The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm was also a significant item addressed. Investors should note the voting outcomes, particularly the approval of the incentive plan and the advisory vote on executive compensation. While the directors were elected and the accounting firm ratified, the advisory vote on executive compensation showed a split in shareholder sentiment, with a significant number voting against it, indicating potential areas for management to address. The recommendation for an annual advisory vote on executive compensation aligns with majority shareholder preference.

Key Highlights

  • 1All incumbent directors were elected by a substantial majority of votes cast, indicating shareholder confidence in the current board.
  • 2The 2011 Stock Option and Incentive Plan was approved by shareholders, which is crucial for future executive and employee compensation and retention strategies.
  • 3An advisory vote to approve executive compensation passed, but with a notable number of votes against (20,747,995), suggesting potential shareholder concerns regarding compensation levels or structure.
  • 4Shareholders overwhelmingly recommended an annual advisory vote on executive compensation (1 year frequency), which the company has committed to adopting.
  • 5PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the current fiscal year with strong shareholder support.
  • 6The election of director William J. Nutt received a lower percentage of 'For' votes compared to other directors, with a significant number of 'Withheld' votes.

Frequently Asked Questions

The main outcomes of the Annual Meeting of Stockholders on May 31, 2011, were the election of directors, the approval of the 2011 Stock Option and Incentive Plan, advisory votes on executive compensation and its frequency, and the ratification of PricewaterhouseCoopers LLP as the independent auditor.

Shareholders held a non-binding advisory vote on executive compensation. While the proposal to approve the compensation paid to named executive officers passed, there was a significant number of votes against it (20,747,995), indicating some shareholder dissent. Additionally, shareholders recommended (41,931,840 votes) that an advisory vote on executive compensation occur annually.

All nominated directors were elected. However, William J. Nutt received a considerably lower number of 'For' votes and a higher number of 'Votes Withheld' (19,999,726) compared to other directors, suggesting a specific area of shareholder concern or lack of strong support for this particular nominee.

PricewaterhouseCoopers LLP was selected as AMG's independent registered public accounting firm for the current fiscal year. Their selection was ratified by shareholders with a strong majority of 'For' votes.