T. Rowe Price 8-K 2025-05-08

Filed 2025-05-12. 1 sections, 7K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2025

T. Rowe Price Group, Inc.

(Exact name of registrant as specified in its charter)

Maryland000-3219152-2264646
(State of incorporation)(Commission File Number)(IRS Employer Identification No.)

1307 Point Street, Baltimore, Maryland 21231

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (410) 345-2000

N/A

(Former Name of 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement 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 of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.20TROWThe NASDAQ Stock Market LLC

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 (§240.12-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of our stockholders was held on May 8, 2025. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 26, 2025. Shares eligible to vote were 222,242,394 at the record date of March 3, 2025.

The tabulation of votes for each proposal voted on by stockholders was as follows:

Proposal 1 - Election of Directors

NomineeForAgainstAbstainBroker Non-Vote
Glenn R. August160,204,8774,504,904428,95925,626,683
Mark S. Bartlett155,705,1488,971,854461,73825,626,683
William P. Donnelly159,394,4865,310,204434,05025,626,683
Dina Dublon160,082,3974,627,090429,25325,626,683
Robert F. MacLellan150,437,81114,247,238453,69125,626,683
Eileen P. Rominger157,342,8867,367,526428,32825,626,683
Robert W. Sharps154,017,1108,750,6372,370,99325,626,683
Cynthia F. Smith159,687,1444,998,668452,92825,626,683
Robert J. Stevens159,942,8854,765,514430,34125,626,683
Sandra S. Wijnberg158,225,7926,388,600524,34825,626,683
Alan D. Wilson159,463,5735,209,985465,18225,626,683

Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers

ForAgainstAbstainBroker Non-Vote
146,275,65718,174,594688,48925,626,683

Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2025

ForAgainstAbstainBroker Non-Vote
179,890,74210,685,556189,125—

Proposal 4 - Consider a stockholder proposal for a shareholder approval requirement for excessive golden parachutes

ForAgainstAbstainBroker Non-Vote
61,064,570102,011,1892,062,98125,626,683

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

T. Rowe Price Group, Inc.

By: /s/ David Oestreicher

David Oestreicher

Vice President, General Counsel and Corporate Secretary

Date: May 9, 2025