Form 8-K - Current report

AFFILIATED MANAGERS GROUP, INC.

Date: May 24, 2024

/s/ Kavita Padiyar

Kavita Padiyar

General Counsel and Corporate Secretary

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 22, 2024

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)

☐

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 ($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
6.750% Junior Subordinated Notes due 2064	MGRE	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 22, 2024. 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 2025 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 94% 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		28,044,054		919,451		11,718		1,144,194
Dwight D. Churchill		27,169,566		1,793,708		11,949		1,144,194
Annette Franqui		28,931,632		31,921		11,670		1,144,194
Jay C. Horgen		28,839,108		124,572		11,543		1,144,194
Reuben Jeffery III		28,139,089		824,552		11,582		1,144,194
Félix V. Matos Rodríguez		28,224,282		739,351		11,590		1,144,194
Tracy P. Palandjian		27,565,072		1,398,700		11,451		1,144,194
David C. Ryan		28,392,916		570,907		11,400		1,144,194
Loren M. Starr		28,843,571		120,231		11,421		1,144,194

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 97% of the votes cast. The table below sets forth the voting results:


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,163,476	800,892	10,855	1,144,194

3. 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 90% of the votes cast. The table below sets forth the voting results:


Votes For	Votes Against	Abstentions
27,204,640	2,904,828	9,949

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.

Document and Entity Information	May 22, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001004434
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	AFFILIATED MANAGERS GROUP, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-13459
Entity Tax Identification Number	04-3218510
Entity Address, Address Line One	777 South Flagler Drive
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	(800)
Local Phone Number	345-1100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock ($0.01 par value)
Trading Symbol	AMG
Security Exchange Name	NYSE
Five Point Eight Seventy Five Junior Subordinated Notes Due 2059 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.875% Junior Subordinated Notes due 2059
Trading Symbol	MGR
Security Exchange Name	NYSE
Four Point Seventy Five Junior Subordinated Notes Due 2060 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.750% Junior Subordinated Notes due 2060
Trading Symbol	MGRB
Security Exchange Name	NYSE
Four Point Two Junior Subordinated Notes Due 2061 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.200% Junior Subordinated Notes due 2061
Trading Symbol	MGRD
Security Exchange Name	NYSE
Six Point Seventy Five Junior Subordinated Notes Due 2064 [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.750% Junior Subordinated Notes due 2064
Trading Symbol	MGRE
Security Exchange Name	NYSE