8-K
JANUS HENDERSON GROUP PLC (JHG)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities ExchangeAct of 1934
Date of Report (Date of earliest event reported): September 30, 2022
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,<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $1.50 Per Share Par Value | JHG | New<br> 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 o
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
Item 5.02 Election of Directors; Appointmentof Certain Officers.
Director Departures
On September 30, 2022, Jeffrey Diermeier and Lawrence Kochard notified Janus Henderson Group plc (the “Company”) of their resignations from the Company’s Board of Directors (the “Board”), effective November 3, 2022, and Richard Gillingwater notified the Company of his resignation from the Board, effective December 31, 2022. These resignations were not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Election of New Directors
On September 30, 2022, the Board elected John Cassaday, Alison Quirk and Anne Sheehan as Directors (the “New Directors”), effective November 3, 2022. The Board determined that each of the New Directors is independent as defined by the New York Stock Exchange listing standards. The New Directors do not have any material relationships with the Company and there are no transactions between the New Directors and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There is also no arrangement or understanding between the New Directors and the Company pursuant to which any of the New Directors were selected as a Director. The New Directors will receive compensation generally consistent with that received by non-executive Directors, as described in the Company’s most recent Proxy Statement for the 2022 Annual General Meeting of Shareholders, as may be modified by the Board for all non-executive Directors, from time to time.
Item 7.01 Regulation FD Disclosure.
On September 30, 2022, the Company issued a press release announcing the appointment of the New Directors and the resignations of Messrs. Diermeier, Gillingwater and Kochard. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 30, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| JANUS HENDERSON GROUP PLC | |
|---|---|
| By: | /s/ Roger Thompson |
| Name: | Roger Thompson |
| Title: | Chief Financial Officer |
Date: September 30, 2022
Exhibit 99.1
Janus Henderson announces changes to Board ofDirectors
LONDON
- Janus Henderson Group plc (NYSE/ASX: JHG, “Janus Henderson”, “the Company”) today announced several upcoming retirements from the Company's Board of Directors. Richard Gillingwater, Chair of the Board, will retire effective 31 December 2022, and non-executive directors Lawrence (Larry) Kochard and Jeffrey (Jeff) Diermeier will retire effective 3 November 2022. The Company also announced the appointments of Alison Quirk, Anne Sheehan, and John Cassaday as independent non-executive directors, effective 3 November 2022. The Company will announce Richard's successor in due course.
"Over nine years, Richard has been a greatly dedicated and highly respected member of our Board. We have all benefitted from his insightful counsel, substantial expertise, and unwavering commitment to the success of Janus Henderson," said Ali Dibadj, Chief Executive Officer. "Richard's strong leadership led to the creation of Janus Henderson, a leading global platform well-positioned for its next phase of growth and innovation. We are grateful for all Richard has done for Janus Henderson and its clients. I also extend my gratitude to Larry and Jeff, whose dedication and business acumen have deeply impacted the firm's strategic direction over the years."
"It has been a privilege and an honour to serve on the Board of Janus Henderson, and I now feel the time is right to hand over the reins to a successor who will continue to steward this firm into its next growth phase," said Richard Gillingwater. "It is a testament to Janus Henderson's excellent reputation and a continuation of its Board's rich legacy that we welcome such experienced, global leaders to help foster Janus Henderson's continued success. Alison, Anne, and John represent the highest calibre of values-based leadership, bringing in-depth and varied expertise to help guide and position the Company for continued growth."
After today's appointments and retirements come into effect, the Company's total number of directors will remain at 11, of whom 10 are Independent Non-Executive Directors, six were appointed in 2022 (55% of the Board), and five are female (45% of the Board). The Company believes these changes bring a diverse set of new perspectives into the board room.
Today's appointments include:
Alison Quirk – Independent Non-Executive Director
| Alison has been in the financial services industry for over 30 years. She retired from State Street Corporation in 2017, where she held several executive roles beginning in 2002, including Executive Vice President, Chief Human Resources and Corporate Citizenship Officer, and as a member of the management committee, which was the company's senior-most strategy and policy-making group. She served as a director for Boston Financial Data Services from 2009 to 2017 and as an Independent Director, Chair of the Compensation Committee, and member of the Finance and Nominating and Governance Committees for Legg Mason Global Asset Management, a diversified asset management firm. Alison currently serves as an Independent Director and Compensation Committee member of Clean Harbors Inc. She is also a member of the Independent Compliance Committee for Wynn Resorts. |
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Anne Sheehan – Independent Non-Executive Director
| Anne served as the Director of Corporate Governance for the California State Teachers' Retirement System (CalSTRS), the largest educator-only public pension fund in the world, from 2008 to 2018, as the former Chair of the U.S. Securities and Exchange Commission's Investor Advisory Committee from 2012 to 2020, and as a member and then Co-Chair of the NASDAQ Listing and Hearings Council from 2010 to 2015. Currently, she serves as an Independent Director for Cohn Robbins Holdings Corp and as an Independent Director, Chair of the Nominating and Governance Committee, and member of the Human Capital and Compensation Committee for Victoria's Secret & Co. Anne is a founder of the Investor Stewardship Group, serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, is a member of the Advisory Board of Rock Center for Corporate Governance of Stanford Law School, a Senior Advisor at PJT Camberview, and a Stakeholder Advisory Committee Member for Wells Fargo & Company. |
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John Cassaday – Independent Non-ExecutiveDirector
| John served as President and Chief Executive Officer of Corus Entertainment Inc. from its inception in 1999 until his retirement in 2015. Before Corus, he held various executive roles, including Executive Vice President of Shaw Communications, President and Chief Executive Officer of CTV Television Network, and President of Campbell Soup Company in Canada and the United Kingdom. He served as Lead Independent Director, Chair of the Nominating, Governance, and Compensation Committee, as a member of the Audit Committee for Spin Master Corp from 2015 to 2018, and as an Independent Director for Gibraltar Growth Corp from 2015 to 2017. John currently serves as Chair and member of the Corporate Governance and Nominating Committee for Manulife Financial Corp, a Canadian multi-national insurance company and financial services provider; as a non-executive director, member of the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees for Sleep Country Canada Holdings Inc.; and as Chair of the Leadership Development and Compensation Committee and member of the Nominating and Corporate Governance and Executive Committees for Sysco Corp. |
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About Janus Henderson
Janus Henderson Group is a leading global active asset manager dedicated to helping investors achieve long-term financial goals through a broad range of investment solutions, including equities, fixed income, multi-asset, and alternative asset class strategies.
At 30 June 2022, Janus Henderson had approximately US$300 billion in assets under management, more than 2,000 employees, and offices in 23 cities worldwide. Headquartered in London, the company is listed on the NYSE and the ASX.
| Investor enquiries: | Media enquiries: |
|---|---|
| Jim Kurtz | Sarah de Lagarde |
| Head of Investor Relations<br><br>+1 303 336 4529 | Global Head of Communications<br><br> <br>+44 (0)20 7818 2626 |
| jim.kurtz@janushenderson.com | sarah.delagarde@janushenderson.com |
| Or | |
| Investor Relations | |
| investor.relations@janushenderson.com |
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