01—Abstract
Summary
Summary of the 8-K filed May 12, 2025. Cited figures are marked; the original filing is the authoritative source.
T.
Rowe Price Group, Inc. filed a Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders) to report the results of its annual meeting of stockholders, held on May 8, 2025. The proxy statement for the meeting was previously filed with the Commission on March 26, 2025. Shares eligible to vote totaled 222,242,394 as of the March 3, 2025 record date.
Stockholders voted on four proposals. For the election of eleven directors, each nominee received more "For" votes than "Against" votes, with 25,626,683 broker non-votes reported for each nominee. Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for 2025, with 179,890,742 votes for and 10,685,556 against.
The advisory vote on named executive officer compensation drew 146,275,657 votes for and 18,174,594 against, along with 688,489 abstentions. A stockholder proposal calling for a shareholder approval requirement for excessive golden parachutes received 61,064,570 votes for and 102,011,189 against, with 2,062,981 abstentions. The filing reports the vote tallies only and does not describe any board response or further action.
02—Key points
Key Highlights
- Annual meeting of stockholders held May 8, 2025; 222,242,394 shares were eligible to vote at the March 3, 2025 record date.
- All eleven director nominees, including Glenn R. August, Robert F. MacLellan and Robert J. Stevens, received more votes For than Against.
- Advisory say-on-pay proposal received 146,275,657 votes For and 18,174,594 votes Against, with 688,489 abstentions.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for 2025, with 179,890,742 votes For and 10,685,556 Against.
- Stockholder proposal on a shareholder approval requirement for excessive golden parachutes received 61,064,570 votes For and 102,011,189 Against.
- Broker non-votes of 25,626,683 were reported on the director, say-on-pay and golden parachute proposals; the KPMG ratification reported none.
03—Questions
Frequently Asked Questions
When and where was the annual meeting held, and how many shares were eligible to vote?
The annual meeting was held on May 8, 2025. Shares eligible to vote were 222,242,394 as of the record date of March 3, 2025.
Who was up for election to the board, and how did the nominees perform?
Eleven nominees stood for election: 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 received more For votes than Against votes. Vote counts ranged from 150,437,811 For for Robert F. MacLellan (with 14,247,238 Against) to 160,204,877 For for Glenn R. August (with 4,504,904 Against).
Did stockholders approve the executive compensation?
The advisory vote on named executive officer compensation recorded 146,275,657 votes For, 18,174,594 Against and 688,489 Abstain, with 25,626,683 broker non-votes. The filing reports the tallies but does not state a separate conclusion.
What did stockholders decide about the auditor?
Stockholders voted on ratifying the appointment of KPMG LLP as the independent registered public accounting firm for 2025. The vote was 179,890,742 For, 10,685,556 Against and 189,125 Abstain.
How did stockholders vote on the golden parachute proposal?
The stockholder proposal for a shareholder approval requirement for excessive golden parachutes received 61,064,570 votes For, 102,011,189 Against and 2,062,981 Abstain, with 25,626,683 broker non-votes.
04—Continue