T. Rowe Price 8-K 2026-05-07

Filed 2026-05-11. 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 7, 2026

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

____________________________________

(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:

☐ 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 (Nasdaq Global Select Market)

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 7, 2026. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 17, 2026. Shares eligible to vote were 217,605,891 at the record date of February 20, 2026.

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

Proposal 1 - Election of Directors

NomineeForAgainstAbstainBroker Non-Vote
Glenn R. August149,518,1973,563,4213,306,46724,795,755
Mark S. Bartlett147,953,8108,002,093432,18224,795,755
William P. Donnelly148,812,3734,551,3643,024,34824,795,755
Dina Dublon148,509,0804,863,7933,015,21224,795,755
Allan C. Golston148,701,6224,269,5493,416,91424,795,755
Robert F. MacLellan143,396,65012,549,970441,46524,795,755
Eileen P. Rominger144,432,1628,935,3573,020,56624,795,755
Robert W. Sharps139,842,48813,215,1433,330,45424,795,755
Cynthia F. Smith148,789,0663,605,6643,993,35524,795,755
Robert J. Stevens147,488,6295,880,0233,019,43324,795,755
Richard R. Verma150,167,3373,208,4073,012,34124,795,755
Sandra S. Wijnberg147,592,4748,342,034453,57724,795,755
Alan D. Wilson148,444,2596,726,3261,217,50024,795,755

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

ForAgainstAbstainBroker Non-Vote
135,094,53120,453,712839,84224,795,755

Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026

ForAgainstAbstainBroker Non-Vote
168,714,62512,282,198187,017—

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

Vice President, General Counsel and Secretary

Date: May 11, 2026