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): May 25, 2023

 

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-13459		04-3218510
(Commission File Number)		(IRS Employer Identification No.)

777 South Flagler Drive, West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(800) 345-1100

(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)

 

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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))

 

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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 ($0.01 par value)		AMG		New York Stock Exchange
5.875% Junior Subordinated Notes due 2059		MGR		New York Stock Exchange
4.750% Junior Subordinated Notes due 2060		MGRB		New York Stock Exchange
4.200% Junior Subordinated Notes due 2061		MGRD		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.  ☐

 

 

 

ITEM 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Affiliated Managers Group, Inc. (the “Company”) was held on May 25, 2023. 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 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each nominee was approved by the stockholders by the affirmative vote of at least 96% of the votes cast. The table below sets forth the voting results for each director:

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Karen L. Alvingham			32,038,189				230,040				9,934				933,980
Tracy A. Atkinson			31,914,910				353,219				10,034				933,980
Dwight D. Churchill			30,995,880				1,271,995				10,288				933,980
Jay C. Horgen			31,949,204				319,044				9,915				933,980
Reuben Jeffery III			31,749,192				515,508				13,463				933,980
Félix V. Matos Rodríguez			31,645,748				622,500				9,915				933,980
Tracy P. Palandjian			31,037,446				1,230,210				10,507				933,980
David C. Ryan			31,630,645				637,706				9,812				933,980

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 by the affirmative vote of 98% of the votes cast. The table below sets forth the voting results:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
31,614,609		634,630		28,924		933,980

3.    Non-Binding Advisory Vote on Frequency of Executive Compensation Advisory Votes. The stockholders recommended that a non-binding advisory vote to approve the compensation of the Company’s named executive officers occur every year. The one-year option was approved, on a non-binding advisory basis, by the stockholders by the affirmative vote of 95% of the votes cast. The table below sets forth the voting results:

 

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
30,755,979		10,449		1,501,717		10,018		933,980

Based on the results of this vote, and consistent with the Board of Directors’ recommendation in the Company’s 2023 Proxy Statement, the Company will hold a non-binding advisory vote on executive compensation annually until the next vote on frequency.

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 proposal was approved by the stockholders by the affirmative vote of 91% of the votes cast. The table below sets forth the voting results:

 

Votes For		Votes Against		Abstentions
30,188,275		3,014,954		8,914

 

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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: May 30, 2023				By:		/s/ Kavita Padiyar
				Name:		Kavita Padiyar
				Title:		Managing Director, Chief Corporate Counsel, and Corporate Secretary

 

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