Janus Henderson Group plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 29, 2026, Janus Henderson Group plc (the “Company”) held its 2026 Annual General Meeting of Shareholders. Shareholders voted on the following resolutions and cast their votes as described below. All director nominees were elected (Proposal 1). The proposal to approve an increase in the cap on the aggregate annual compensation for non-executive directors was approved (Proposal 2). The proposal to approve the compensation of the Named Executive Officers as disclosed in the Company’s 2026 Proxy Statement, through a non-binding advisory vote, was approved (Proposal 3). The special resolution to renew the Board’s authority to repurchase its ordinary shares (“common stock”) was approved (Proposal 4). Additionally, shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026 and authorized the Directors to determine their remuneration (Proposal 5).
Proposal 1: Election of Directors.
| Proposal | Nominee | For | % For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1.1 | Brian Baldwin | 117,787,538 | 99.6 | 473,065 | 77,669 | 12,800,205 | |||||||||||||||||
| 1.2 | John Cassaday | 117,511,387 | 99.4 | 766,372 | 60,513 | 12,800,205 | |||||||||||||||||
| 1.3 | Kalpana Desai | 113,768,173 | 96.2 | 4,503,531 | 66,568 | 12,800,205 | |||||||||||||||||
| 1.4 | Ali Dibadj | 118,089,196 | 99.8 | 183,432 | 65,644 | 12,800,205 | |||||||||||||||||
| 1.5 | Kevin Dolan | 117,646,304 | 99.5 | 630,763 | 61,205 | 12,800,205 | |||||||||||||||||
| 1.6 | Eugene Flood Jr. | 116,956,991 | 98.9 | 1,314,363 | 66,918 | 12,800,205 | |||||||||||||||||
| 1.7 | Josh Frank | 117,714,024 | 99.5 | 552,734 | 71,514 | 12,800,205 | |||||||||||||||||
| 1.8 | Alison Quirk | 116,809,780 | 98.8 | 1,468,178 | 60,314 | 12,800,205 | |||||||||||||||||
| 1.9 | Leslie F. Seidman | 117,686,790 | 99.5 | 590,246 | 61,236 | 12,800,205 | |||||||||||||||||
| 1.10 | Angela Seymour-Jackson | 116,294,615 | 98.3 | 1,981,796 | 61,861 | 12,800,205 | |||||||||||||||||
| 1.11 | Anne Sheehan | 117,675,342 | 99.5 | 600,332 | 62,598 | 12,800,205 | |||||||||||||||||
Proposal 2: Increase aggregate cap for non-executive director compensation.
| For | % For | Against | Abstain | Broker Non-Vote | ||||||||||||||
| 84,723,565 | 71.7 | 33,462,599 | 152,108 | 12,800,205 | ||||||||||||||
Proposal 3: Advisory Say-on-Pay Vote on Executive Compensation.
| For | % For | Against | Abstain | Broker Non-Vote | ||||||||||||||
| 79,001,049 | 66.8 | 39,198,468 | 138,755 | 12,800,205 | ||||||||||||||
Proposal 4: Renewal of Authority to Repurchase Common Stock.
| For | % For | Against | Abstain | Broker Non-Vote | ||||||||||||||
| 130,748,879 | 99.8 | 254,159 | 135,439 | 0 | ||||||||||||||
Proposal 5: Reappointment and Remuneration of Auditors.
| For | % For | Against | Abstain | Broker Non-Vote | ||||||||||||||
| 130,811,781 | 99.8 | 250,756 | 75,940 | 0 | ||||||||||||||
Note: In tabulating the voting results, only FOR or AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present. Issued Share Capital as at the record date (April 13, 2026): 154,075,608 shares.
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SIGNATURE
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.
| Janus Henderson Group plc | ||
| Date: June 1, 2026 | By: | /s/ Sukh Grewal |
| Sukh Grewal | ||
| Chief Financial Officer | ||
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