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): November 15, 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; Appointment of Certain Officers.
Director Departure
On November 15, 2022, Nelson Peltz notified Janus Henderson Group plc (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Peltz was appointed to the Board in February 2022, and he has indicated that Trian Partners strongly supports Janus Henderson’s new CEO, Ali Dibadj and his management team, the Company’s cost-efficiency program, the firm’s newly defined strategy, and Janus Henderson’s refreshed Board, including its new Chair, John Cassaday.
Appointment of New Director
On November 15, 2022, the Board appointed Brian Baldwin, a Partner and Senior Analyst of Trian Fund Management, L.P., the beneficial owner of approximately 19.2% of the Company’s common stock, as a Director to fill the vacancy created by Mr Peltz’s resignation. Mr. Baldwin joins Ed Garden, Trian’s Chief Investment Officer and Founding Partner, on the Company’s Board. The Board also appointed Mr. Baldwin to serve as a member of the Nominating and Corporate Governance Committee and the Risk Committee. The Board has determined that Mr. Baldwin 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. Mr. Baldwin has worked on all of Trian’s investments in the asset management and financial services sector. In addition, he served as a Director of nVent Electric plc (formerly the electrical business of Pentair plc before becoming a standalone public company) from April 2018 to May 2020.
Mr. Baldwin will participate in the Company’s standard compensation program for non-employee directors. A description of the compensatory program for non-employee directors is 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. Mr. Baldwin 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 Mr. Baldwin serves as a director or in which Mr. Baldwin, his 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 November 15, 2022, the Company issued a press release announcing the changes to the Board described above and the appointment of John Cassaday as Chair of the Board, such appointment to become effective on December 31, 2022, following the retirement of Richard Gillingwater from the Board. 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 November 15, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: November 15, 2022
2
Exhibit 99.1
Janus Henderson announces changes to Board ofDirectors
LONDON - Janus Henderson Group plc (NYSE/ASX: JHG) (“Janus Henderson” or the “Company”) today announced that current board member, John Cassaday, has been appointed to succeed Richard Gillingwater as Chair of the Janus Henderson Board following Mr. Gillingwater’s retirement, effective December 31, 2022. The Company also announced that while Ed Garden, Trian Fund Management’s (“Trian”) Chief Investment Officer and Founding Partner, will continue to serve as an Independent Non-Executive Director of the Company, Nelson Peltz, Trian’s Chief Executive Officer and Founding Partner, has resigned from the Company’s Board of Directors, and Brian Baldwin, Partner and Senior Analyst at Trian, has been appointed as an Independent Non-Executive Director in place of Mr. Peltz, effective today.
Richard Gillingwater, Chair of theJanus Henderson Board of Directors, said: “We are thrilled that John is taking on this critical role. His breadth and depth of experience, wealth of leadership, and understanding of the industry makes him the ideal person to lead Janus Henderson into its next growth phase. Additionally, on behalf of the Board and the management team, we thank Nelson for his significant contributions and invaluable insights. We are pleased to welcome Brian to the Janus Henderson Board and look forward to benefitting from his knowledge and perspective, as well as continuing to work closely with Ed on a number of high priority operating and strategic matters.”
John Cassaday, member of the JanusHenderson Board of Directors and Chair-elect, said: “I am honored to be appointed Chair of the Janus Henderson Board and to follow in the footsteps of Richard’s legacy of strong leadership and commitment to the Company. I look forward to working closely with the Board and the management team to help guide and position Janus Henderson for future success.”
Nelson Peltz, Trian’s ChiefExecutive and Founding Partner**, said**: “As its largest shareholder, Trian strongly supports Janus Henderson’s new CEO, Ali Dibadj, and his management team, the Company’s cost-efficiency program, the firm’s newly defined strategy, and Janus Henderson’s refreshed Board, including its new Chair, John Cassaday. With these changes in place, and with two of Trian’s Partners, Ed Garden and Brian Baldwin, on the Board, Trian believes Janus Henderson is well-positioned to help clients define and achieve their desired investment outcomes while delivering significant long-term shareholder value.”
* * *
About John Cassaday
Mr. Cassaday 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. Mr. Cassaday 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. Mr. Cassaday will retire from both the Sysco and Manulife Boards as he assumes the Chair responsibilities at JHG.
Page | 1
About Brian Baldwin
Mr. Baldwin is a Partner and Senior Analyst at Trian and has been a member of Trian’s Investment Team since August 2007. Mr. Baldwin has worked on all of Trian’s investments in the asset management and financial services sector. In addition, he served as a Director of nVent Electric plc (formerly the electrical business of Pentair plc before becoming a standalone public company) from April 2018 to May 2020. Prior to joining Trian, Mr. Baldwin was an analyst at Merrill Lynch Global Private Equity from July 2005 to July 2007. Mr. Baldwin received a B.S., summa cum laude, from The Wharton School at the University of Pennsylvania.
Trian beneficially owns approximately 19.2% of Janus Henderson’s outstanding common stock.
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. As of September 30, 2022, Janus Henderson had approximately US$275 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 Relations |
|---|
| Jim Kurtz, Head of Investor<br>Relations<br><br>+1 (303) 336 4529<br><br>jim.kurtz@janushenderson.com |
| Media Relations |
| --- |
| Nicole<br>Mullin, Director of Media Relations<br><br>+44 207 818 2511<br><br>nicole.mullin@janushenderson.com |
Sarah Johnson, Director of Media Relations & Corporate Communications
+1 (303) 336 4219
sarah.johnson@janushenderson.com
Page | 2