8-K

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): February 16, 2021

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

+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):

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

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       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2021, Janus Henderson Group plc (“JHG”) announced that the JHG Board of Directors (the “Board”) has appointed Alison Davis to serve as an independent non-executive director on the Board, effective immediately. Ms. Davis was also appointed to serve as a member of the Audit Committee, the Nominating and Corporate Governance Committee and the Risk Committee.

There is no arrangement or understanding between Ms. Davis and any other person pursuant to which Ms. Davis was selected as a director. At this time, JHG is not aware of any transactions in which Ms. Davis has a direct or indirect interest that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Davis’s appointment to the Board is included as Exhibit 99.1 to this report. Ms. Davis will participate in JHG’s standard non-executive director compensation program previously described in Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.

2

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

3

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.

Date: February 16, 2021

4

Exhibit 99.1

Janus Henderson Announces Appointmentof Alison Davis to Board of Directors

LONDON – 16 February 2021 – Janus Henderson Group plc (NYSE/ASX: JHG, ‘Janus Henderson’, ‘the Company’) announces the appointment of Alison Davis as an Independent Non-Executive Director, effective today. Ms Davis will serve as a member of the Board’s Audit Committee, Nominating and Corporate Governance Committee and Risk Committee.

Ms Davis, who is based in the US, brings to the Board extensive financial leadership experience as a corporate executive and years of consulting experience as a strategic advisor. In addition, she has significant governance experience having served on boards of directors of both public and private companies. She is an active investor in growth companies and a best-selling author on the topics of technology and innovation.

The Company’s Chairman, Mr Richard Gillingwater, said: “We are pleased to welcome Alison to the Board and look forward to benefitting from her strong insights and unique perspectives. Throughout her career, Alison has been a trusted advisor to firms in financial services, as well as held leadership roles as a corporate executive and as a board director for US and global companies. Her broad industry knowledge, experience as an investor and expertise in technology and innovation will complement the Board’s existing mix of skills and experience.”

Ms Davis’ appointment brings the Company's total number of directors to ten, nine of whom are Independent Non-Executive Directors.

* * *

About Alison Davis

Ms Davis is co-founder and Managing Partner of Fifth Era Financial LLC, which invests in and incubates early stage technology enabled companies. From 2004 to 2010, she was the Managing Partner of Belvedere Capital, a regulated bank holding company and private equity firm focused on investing in US banks and financial services firms. From 2000 to 2003, Ms Davis was Chief Financial Officer of Barclays Global Investors (now BlackRock), the world’s largest institutional investment firm with more than US$1.5 trillion of assets under management. Earlier in her career, Ms Davis spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, and as a practice leader with A.T. Kearney where she built and led the global Financial Services Practice.

She is currently a Non-Executive Director on two public company boards: SVB Financial Group, Inc., the parent company of Silicon Valley Bank, and Fiserv, Inc., a payments and financial technology company. She also serves on the board of privately held data intelligence company Collibra, Inc. as Chair of its Audit Committee. In addition, Ms Davis serves as Chair of the Advisory Board for Blockchain Capital, a venture firm in the blockchain industry and is an advisor to Bitwise, a cryptocurrency asset manager. Ms Davis received a BA Honours and a Master’s in Economics from Cambridge University, and an MBA from the Stanford Graduate School of Business.

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, quantitative equities, multi-asset and alternative asset class strategies.

At 31 December 2020, Janus Henderson had approximately US$402 billion in assets under management, more than 2,000 employees, and offices in 26 cities worldwide. Headquartered in London, the company is listed on the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX).