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): February 1, 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<br><br> <br>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 <br><br>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 ofDirectors; Appointment of Certain Officers.
Effective February 1, 2022, the board of directors (the “Board”) of Janus Henderson Group plc (the “Company”) increased the size of the Board from ten to twelve directors and appointed Nelson Peltz and Edward P. Garden (together, the “New Directors”) as directors, effective immediately. Mr. Peltz is the Chief Executive Officer and a Founding Partner, and Mr. Garden is the Chief Investment Officer and a Founding Partner, of Trian Fund Management, L.P. Trian beneficially owns approximately 16.7% of the Company’s outstanding common stock.
The Board has also agreed to include Mr. Peltz and Mr. Garden in the Company’s slate of director nominees for election at the Company’s 2022 annual general meeting of shareholders and to allow for replacement directors of another Trian partner if either of the New Directors cease to serve as a director of the Company. The Board has appointed the New Directors to the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”) and Mr. Garden to the Compensation Committee of the Board.
The Board has determined that each of Mr. Peltz and Mr. Garden qualifies as an independent director under the applicable rules of the New York Stock Exchange, and the rules and regulations of the U.S. Securities and Exchange Commission.
Each of the New Directors will participate in the Company’s standard compensation program for non-employee directors. A description of the compensatory program for non-employee directors is filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Each of the New Directors has advised the Company that, pursuant to his arrangement with Trian, he intends to contribute to Trian or to investment funds, accounts or vehicles managed by Trian and/or its affiliates, or hold for their benefit, all director compensation paid to him.
In the ordinary course of their asset management businesses, subsidiaries of the Company may from time to time (i) invest client assets in companies for which one or both of the New Directors serves as a director or in which the New Directors, their affiliates or investment funds managed by Trian and/or its affiliates may be significant stockholders or (ii) invest client assets in investment funds or other investment vehicles managed by Trian and/or its affiliates.
Item 7.01 Regulation FD Disclosure.
On February 1, 2022, the Company issued a press release announcing the appointment of the New Directors. 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 February 1, 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<br> Thompson |
| Title: | Chief<br> Financial Officer |
Date: February 4, 2022
Exhibit 99.1
Janus Henderson Appoints Nelson Peltz and EdGarden of Trian Partners to Board of Directors
LONDON – 01 February 2022 – Janus Henderson Group plc (NYSE/ASX: JHG) (“Janus Henderson” or the “Company”) today announced that it is expanding its Board of Directors with the addition of two new members. Nelson Peltz and Ed Garden of Trian Partners (“Trian”) will join as Independent Non-Executive Directors, effective today.
Mr. Peltz is Chief Executive Officer and a Founding Partner of Trian Partners, and Mr. Garden is Trian’s Chief Investment Officer and a Founding Partner. Trian beneficially owns approximately 16.7% of Janus Henderson’s outstanding common stock.
Richard Gillingwater, Chairman of the JanusHenderson Board of Directors, said: “Janus Henderson prides itself on its commitment to best-in-class corporate governance and active shareholder engagement. Board refreshment remains a longstanding priority and we are pleased to welcome Nelson and Ed to our Board of Directors. We look forward to benefitting from their deep industry experience, fresh perspectives, and valuable insights as we search for a new CEO and evaluate growth opportunities and expansion into new markets and products.”
Mr. Peltz and Mr. Garden commented: “As the Company’s largest shareholder, Trian believes strongly in the future of Janus Henderson. We see numerous operating and strategic opportunities ahead and look forward to working with the Janus Henderson Board and its leadership team to help Janus Henderson create significant long-term value for the benefit of all stakeholders.”
With these appointments and the previously announced appointment of Alison Davis, the Company has added three new independent directors since February 2021. The Board will now consist of 12 members, 11 of whom are independent.
* * *
About Nelson Peltz
Mr. Peltz is Chief Executive Officer and a Founding Partner of Trian Partners. He serves as the non-executive Chairman of The Wendy's Company and serves on the board of The Madison Square Garden Company (f/k/a The Madison Square Garden Company). He previously served as a director of, among other companies, Invesco Ltd., Legg Mason, Inc., The Procter & Gamble Company, H.J. Heinz Company, Sysco Corporation, Mondelēz International, Ingersoll-Rand plc and MSG Networks, Inc.
About Ed Garden
Mr. Garden is Chief Investment Officer and a Founding Partner of Trian Partners. He serves as a director of the General Electric Company and previously served as a director of, among other companies, Invesco Ltd., Legg Mason, Inc., The Bank of New York Mellon Corporation, Family Dollar Stores, Inc., Pentair plc and The Wendy’s Company.
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 30 September 2021, Janus Henderson had approximately US$419 billion in assets under management, more than 2,000 employees, and offices in 25 cities worldwide. Headquartered in London, the company is listed on the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX).
| Investors | |
|---|---|
| Jim Kurtz<br><br> <br>Co-Head Investor Relations (US) | +1 (303) 336 4529<br><br> <br>jim.kurtz@janushenderson.com |
| Melanie Horton<br><br> <br>Co-Head Investor Relations (non-US) | +44 (0) 20 7818 2905<br><br> <br>melanie.horton@janushenderson.com |
| Media | |
| --- | --- |
| Sarah de Lagarde<br><br> <br>Global Head of Communications | +44 (0) 20 7818 2626<br><br> <br>sarah.delagarde@janushenderson.com |