8-K - JHG - Equibles

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): June 21, 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
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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

Item5.02****Departure of Directors or Certain Officers;Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed by Janus Henderson Group plc (the “Company”) on March 23, 2022, the Company’s Board of Directors (the “Board”) appointed Ali Dibadj as its Chief Executive Officer, effective on a mutually agreed date no later than June 27, 2022. Today, the Company announced that Mr. Dibadj has commenced his employment as the Company’s new Chief Executive Officer and has been appointed to the Board, both effective as of June 21, 2022.

Biographical information regarding Mr. Dibadj, and information regarding his compensation arrangements, can be found in the Company’s Current Report on Form 8-K filed on March 23, 2022. There are no arrangements or understandings between Mr. Dibadj and any other person pursuant to which Mr. Dibadj was selected as a director. At this time, the Company is not aware of any transactions in which Mr. Dibadj has a direct or indirect interest that would require disclosure under Item 404(a) of Regulation S-K.

Item7.01

REGULATION FD DISCLOSURE.

On June 21, 2022, the Company issued a press release announcing that Ali Dibadj has commenced his employment and been appointed to 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.

Item9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)	Exhibits.
Exhibit No.	Description
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99.1	Press Release dated June 21, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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<br> HENDERSON GROUP PLC
	By:	/s/ Roger Thompson
	Name:	Roger Thompson
	Title:	Chief Financial Officer
Date:<br> June 21, 2022

Exhibit 99.1

Ali Dibadj joins Janus Hendersonas

Chief Executive Officer andDirector

LONDON –21 JUNE 2022 – Janus Henderson Group plc (NYSE/ASX: JHG) (“JHG” or the “Company”) announced that Ali Dibadj has joined the Company as Chief Executive Officer (“CEO”). Additionally, Mr. Dibadj has been appointed to the Company’s Board of Directors. He succeeds Roger Thompson, Chief Financial Officer, who had served as Interim Chief Executive Officer from 1 April 2022 to 20 June 2022. Mr. Thompson will continue in his role as Chief Financial Officer.

Ali Dibadj, 47, was Chief Financial Officer and Head of Strategy at AllianceBernstein Holding L.P. (“AB”), where he also has served as a Portfolio Manager for AB Equities, working with portfolio companies to improve their operational, ESG, and capital allocation performance. Prior to that, as senior research analyst with Bernstein Research Services, he was ranked as the number one analyst 12 times by Institutional Investor. Before joining AB, he spent almost a decade in management consulting, including at McKinsey & Company. Mr. Dibadj holds a Bachelor of Science in engineering sciences from Harvard College and a Juris Doctor from Harvard Law School.

Richard Gillingwater,Chairman of the Board of Directors, said, “We are excited to welcome Ali to Janus Henderson as our new CEO. His track record, experiences, accomplishments, and vision are all invaluable assets that will benefit clients as we support their goals. We look forward to his contributions and leadership as Janus Henderson pursues its next stage of growth in a rapidly evolving marketplace.”

Ali Dibadj,Chief Executive Officer, said,** “I am humbled and proud to have been asked by the Board to join the talented Janus Henderson team and have long admired Janus Henderson’s intellectual honesty, depth of research, and client-focus. Janus Henderson is a resilient and forward-thinking firm, and I am confident that our employees, the current executive team, the Board, and I will be able to identify and capture growth and innovation that creates value for our clients, employees, shareholders, communities, and all stakeholders.”

* * *

This press release issolely for the use of members of the media and should not be relied upon by personal investors, financial advisers or institutional investors. We may record telephone calls for our mutual protection, to improve customer service and for regulatory record keeping purposes.

Issued by Janus Henderson Investors. Janus Henderson Investors is the name under which investment products and services are provided by Janus Henderson Investors International Limited (reg no. 3594615), Janus Henderson Investors UK Limited (reg. no. 906355), Janus Henderson Fund Management UK Limited (reg. no. 2678531), Henderson Equity Partners Limited (reg. no.2606646), (each registered in England and Wales at 201 Bishopsgate, London EC2M 3AE and regulated by the Financial Conduct Authority) and Henderson Management S.A. (reg no. B22848 at 2 Rue de Bitbourg, L-1273, Luxembourg and regulated by the Commission de Surveillance du Secteur Financier). Henderson Secretarial Services Limited (incorporated and registered in England and Wales, registered no. 1471624, registered office 201 Bishopsgate, London EC2M 3AE) is the name under which company secretarial services are provided. All these companies are wholly owned subsidiaries of Janus Henderson Group plc. (incorporated and registered in Jersey, registered no. 101484, with registered office at 13 Castle Street, St Helier, Jersey, JE1 1ES).

Janus Henderson, Knowledge Shared and Knowledge Labs are trademarks of Janus Henderson Group plc or one of its subsidiaries. © Janus Henderson Group plc.

Investor Inquiries:
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 Inquiries:
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Sarah de Lagarde<br><br> <br>Global Head of Communications	+44 (0) 20 7818 2626<br><br> <br>sarah.delagarde@janushenderson.com

Notes to editors

About Ali Dibadj

AliDibadj was appointed Chief Financial Officer & Head of Strategy for Alliance Bernstein (AB) in 2021 and, previously, Head of Finance and Strategy in 2020, responsible for overseeing the Financial Planning & Analysis, Tax, Treasury, Controller, Investor Relations, Strategy, and Corporate Development teams. He is a member of the firm’s Operating Committee. As Portfolio Manager for AB Equities since 2017, specializing in engagement, he has worked with portfolio companies to improve their operational, ESG, and capital allocation performance. As senior analyst for AB Bernstein Research Services from 2006 to 2020, he was ranked the number one analyst 12 times by Institutional Investor. Prior to joining AB, Ali Dibadj spent almost a decade in management consulting, including at McKinsey & Company and Mercer. He also worked at the law firm Skadden, Arps. He is on the Boards of Sysco Corporation and the Young People’s Chorus. Throughout his career, Ali has been focused on fostering a culture of openness, diversity, and inclusion.

Ali holds an SB in engineering sciences, with a specialization in electrical engineering, from Harvard College and a JD, with a focus on law and business, from Harvard Law School. **** He has 16 years of experience in the asset management industry and 25 years of financial industry experience.

About Roger Thompson

RogerThompson is Chief Financial Officer at Janus Henderson Investors, a position he has held since 2013. He is also a member of the Executive Committee. Roger joined Henderson from J.P. Morgan Asset Management, where most recently he was global chief operating officer; previously, he was head of UK and prior to that was international CFO. Roger had a broad range of roles at J.P. Morgan and worked in Tokyo, Singapore, and Hong Kong. He trained as an accountant with PricewaterhouseCoopers. Roger graduated with a BA degree (Hons) in accountancy and economics from Exeter University. He is a chartered accountant and has 30 years of financial industry experience.

Janus Henderson, Knowledge Shared and Knowledge Labs are trademarks of Janus Henderson Group plc or one of its subsidiaries. © Janus Henderson Group plc.

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 31 March 2022, Janus Henderson had approximately US$361 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 New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX).

Forward-Looking Statements Disclaimer

Certain statements in this press release not based on historical facts are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.

Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this press release include, but are not limited to, risks, uncertainties, assumptions and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021, and in other filings or furnishings made by the Company with the SEC from time to time.

Janus Henderson, Knowledge Shared and Knowledge Labs are trademarks of Janus Henderson Group plc or one of its subsidiaries. © Janus Henderson Group plc.