UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As further reported in Item 5.07 below, on June 9, 2020, Affiliated Managers Group, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, the stockholders approved the Affiliated Managers Group, Inc. 2020 Equity Incentive Plan. The material terms of the 2020 Equity Incentive Plan were described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 28, 2020. The description of the 2020 Equity Incentive Plan in the definitive proxy statement is incorporated by reference herein.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of the Company was held on June 9, 2020. At that meeting, the stockholders considered and acted upon the following proposals:
1. The Election of Directors. The stockholders elected the following individuals to serve as directors until the 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The table below sets forth the voting results for each director:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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| Samuel T. Byrne |
41,848,530 |
1,006,242 |
35,918 |
1,291,292 |
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| Dwight D. Churchill |
42,407,258 |
447,819 |
35,613 |
1,291,292 |
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| Glenn Earle |
42,012,751 |
842,125 |
35,814 |
1,291,292 |
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| Jay C. Horgen |
42,493,016 |
362,057 |
35,617 |
1,291,292 |
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| Reuben Jeffery III |
42,813,427 |
40,632 |
36,631 |
1,291,292 |
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| Tracy P. Palandjian |
42,149,352 |
696,394 |
44,944 |
1,291,292 |
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| Patrick T. Ryan |
41,579,633 |
1,275,214 |
35,843 |
1,291,292 |
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| Karen L. Yerburgh |
42,204,427 |
650,723 |
35,540 |
1,291,292 |
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| Jide J. Zeitlin |
41,250,270 |
1,604,588 |
35,832 |
1,291,292 |
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2. Non-Binding Advisory Vote on Executive Compensation. The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The table below sets forth the voting results:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,342,493 |
13,493,587 |
54,610 |
1,291,292 |
3. The Approval of the 2020 Equity Incentive Plan. The stockholders voted to approve the 2020 Equity Incentive Plan. The table below sets forth the voting results:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 28,501,177 |
14,374,673 |
14,840 |
1,291,292 |
4. Ratification of the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year. The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. The table below sets forth the voting results:
| Votes For |
Votes Against |
Abstentions | ||
| 39,610,607 |
4,534,128 |
37,247 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC. | ||||||
| Date: June 12, 2020 |
By: |
/s/ David M. Billings | ||||
| Name: |
David M. Billings | |||||
| Title: |
General Counsel and Secretary | |||||
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