01—Abstract
Summary
Summary of the 8-K filed May 11, 2026. Cited figures are marked; the original filing is the authoritative source.
T.
Rowe Price Group, Inc. filed this Form 8-K to report the results of its annual meeting of stockholders, held May 7, 2026. The proxy statement for the meeting was previously filed with the Commission on March 17, 2026. Shares eligible to vote totaled 217,605,891 as of the February 20, 2026 record date.
Stockholders voted on three proposals: the election of 13 directors, an advisory vote on named executive officer compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2026. Each director nominee received more For votes than Against votes. Robert W.
Sharps (13,215,143 Against) and Robert F. MacLellan (12,549,970 Against) drew the largest Against counts among the nominees. Broker non-votes were 24,795,755 on the director and compensation proposals.
For the advisory say-on-pay proposal, 135,094,531 votes were cast For and 20,453,712 Against, with 839,842 abstentions. For the auditor ratification, 168,714,625 votes were cast For, 12,282,198 Against, and 187,017 abstained.
02—Key points
Key Highlights
- Annual meeting held May 7, 2026; 217,605,891 shares were eligible to vote at the February 20, 2026 record date.
- All 13 director nominees, including Glenn R. August, Dina Dublon, and Richard R. Verma, received more For than Against votes.
- Robert W. Sharps received 139,842,488 For and 13,215,143 Against votes, the lowest For count among the nominees.
- Advisory say-on-pay proposal: 135,094,531 For, 20,453,712 Against, 839,842 Abstain, and 24,795,755 broker non-votes.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for 2026, with 168,714,625 For, 12,282,198 Against, and 187,017 Abstain.
- The auditor ratification proposal recorded no broker non-votes.
03—Questions
Frequently Asked Questions
Who was up for election at the May 7, 2026 annual meeting?
Thirteen nominees stood for election: Glenn R. August, Mark S. Bartlett, William P. Donnelly, Dina Dublon, Allan C. Golston, Robert F. MacLellan, Eileen P. Rominger, Robert W. Sharps, Cynthia F. Smith, Robert J. Stevens, Richard R. Verma, Sandra S. Wijnberg, and Alan D. Wilson.
How did stockholders vote on executive compensation?
In the advisory vote on named executive officer compensation, 135,094,531 votes were cast For and 20,453,712 Against, with 839,842 abstentions and 24,795,755 broker non-votes.
Which auditor did stockholders ratify for 2026?
Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2026, with 168,714,625 votes For, 12,282,198 Against, and 187,017 abstentions.
Which director nominees drew the most opposition?
Robert W. Sharps received 13,215,143 Against votes and Robert F. MacLellan received 12,549,970. Sandra S. Wijnberg (8,342,034 Against) and Eileen P. Rominger (8,935,357 Against) also drew substantial opposition.
04—Continue