UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 30, 2025

 

 

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

 

Jersey, Channel Islands	001-38103	98-1376360
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

 

201 Bishopsgate		EC2M3AE
London, United Kingdom		(Zip Code)
(Address of principal executive offices)

 

+44 (0) 20 7818 1818

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Per Share Par Value	JHG	New York Stock Exchange

 

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. o On April 30, 2025, Janus Henderson Group plc (the “Company”) held its 2025 Annual General Meeting of Shareholders.

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

Shareholders voted on the following resolutions and cast their votes as described below. All director nominees were elected (Proposal 1). The proposal to approve the compensation of the Named Executive Officers as disclosed in the Company’s 2025 Proxy Statement, through a non-binding advisory vote, was approved (Proposal 2). The special resolution to renew the Board’s authority to repurchase its ordinary shares (“common stock”) was approved (Proposal 3). Additionally, shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2025 and authorized the Directors to determine their remuneration (Proposal 4).

 

Proposal 1: Election of Directors.

 

Proposal		Nominee		For				% For				Against				Abstain				Broker Non-Votes
1.1		Brian Baldwin			126,994,966				98.4				1,045,660				983,626				10,220,978
1.2		John Cassaday			127,709,350				99.0				352,868				962,034				10,220,978
1.3		Kalpana Desai			123,475,842				95.7				4,582,689				965,721				10,220,978
1.4		Ali Dibadj			127,870,614				99.1				194,980				958,658				10,220,978
1.5		Kevin Dolan			127,676,361				99.0				370,122				977,769				10,220,978
1.6		Eugene Flood Jr.			127,640,076				98.9				414,579				969,597				10,220,978
1.7		Josh Frank			126,952,063				98.4				1,058,266				1,013,923				10,220,978
1.8		Alison Quirk			127,520,176				98.8				507,204				996,872				10,220,978
1.9		Leslie F. Seidman			127,637,238				98.9				376,247				1,010,767				10,220,978
1.10		Angela Seymour-Jackson			126,786,434				98.3				1,268,508				969,310				10,220,978
1.11		Anne Sheehan			127,661,718				99.0				366,540				995,994				10,220,978

 

Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation.

 

For				% For				Against				Abstain				Broker Non-Vote
	124,390,098				96.4				3,100,882				1,533,272				10,220,978

 

Proposal 3: Renewal of Authority to Repurchase Common Stock.

 

For				% For				Against				Abstain				Broker Non-Vote
	137,611,358				98.8				444,299				1,189,573				0

 

Proposal 4: Reappointment and Remuneration of Auditors.

 

For				% For				Against				Abstain				Broker Non-Vote
	137,687,948				98.9				573,709				983,573				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 (March 10, 2025): 157,557,812 shares.

 

 

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: May 2, 2025	By:	/s/ Roger Thompson
		Roger Thompson
		Chief Financial Officer