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Price T Rowe Group 8-K Report, Shareholder Vote Results (May 9, 2024)

Reports
Shareholder Matters
Filing Date
Filed May 9, 2024
Period End
May 7, 2024
Security
TROW
In the record · 2016–202610-K1110-Q338-K83

TROW filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 83 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Apr ’22Apr ’22
  2. Leadership change8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed May 9, 2024. Cited figures are marked; the original filing is the authoritative source.

T.

Rowe Price Group, Inc. (TROW) reported the results of its annual meeting of stockholders, held on May 7, 2024, in this Current Report under Item 5.07 (Submission of Matters to a Vote of Security Holders). The proxy statement for the meeting was filed with the Commission on March 18, 2024. Shares eligible to vote totaled 223,643,878 as of the record date of March 1, 2024.

Stockholders voted on three proposals. All 11 director nominees received more "For" votes than "Against" votes, with Glenn R. August receiving 151,573,538 For and 3,412,537 Against, and Robert F.

MacLellan receiving the highest Against count among nominees at 8,240,290. Stockholders also voted on an advisory vote on the compensation paid to the named executive officers, which received 145,268,137 For votes and 9,088,132 Against votes. In addition, stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2024, with 176,668,684 For, 8,224,522 Against, and 170,530 Abstain votes.

The filing reports broker non-votes of 29,818,782 on the director election and the advisory compensation vote. It does not describe any further corporate action resulting from the votes.

02—Key points

Key Highlights

  1. Annual meeting of stockholders held on May 7, 2024; proxy statement previously filed March 18, 2024.
  2. 223,643,878 shares were eligible to vote at the March 1, 2024 record date.
  3. All 11 director nominees received substantially more For votes than Against votes, including Glenn R. August (151,573,538 For; 3,412,537 Against) and Robert F. MacLellan (146,773,292 For; 8,240,290 Against).
  4. Advisory vote on named executive officer compensation: 145,268,137 For, 9,088,132 Against, 888,685 Abstain, and 29,818,782 broker non-votes.
  5. Ratification of KPMG LLP as independent registered public accounting firm for 2024: 176,668,684 For, 8,224,522 Against, and 170,530 Abstain.
  6. Broker non-votes of 29,818,782 were recorded on the director election and the advisory compensation proposal.

03—Questions

Frequently Asked Questions

  1. When was the annual meeting held and what was the voting record date?

    The annual meeting of stockholders was held on May 7, 2024. The record date for determining eligible voters was March 1, 2024, when 223,643,878 shares were eligible to vote.

  2. Which directors were up for election and how did they fare?

    Eleven nominees were presented: Glenn R. August, Mark S. Bartlett, William P. Donnelly, Dina Dublon, Robert F. MacLellan, Eileen P. Rominger, Robert W. Sharps, Cynthia F. Smith, Robert J. Stevens, Sandra S. Wijnberg, and Alan D. Wilson. Each nominee received more For votes than Against votes. Robert F. MacLellan had the highest Against count at 8,240,290, while William P. Donnelly had the lowest at 947,346.

  3. How did stockholders vote on executive compensation?

    In the advisory vote on the compensation paid to named executive officers, stockholders cast 145,268,137 For votes and 9,088,132 Against votes, with 888,685 Abstain votes and 29,818,782 broker non-votes.

  4. Did stockholders approve the auditor appointment?

    Yes. Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2024, with 176,668,684 For votes, 8,224,522 Against votes, and 170,530 Abstain votes.

04—Continue

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