Janus Capital Group Inc. (NYSE:JNS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Compensatory Arrangements of Certain
Officers.

McPeek Change in Control Agreement

On November22, 2016, Janus Management Holdings Corporation
(JMHC), a subsidiary of Janus Capital Group Inc. (JCG, and
together with JMHC, the Company), entered into a change in
control agreement (CIC Agreement) with Jennifer McPeek (Executive
Vice President and Chief Financial Officer of JCG), providing for
benefits in the event of a qualifying termination following the
consummation of a change in control of the Company (which will
include the consummation of the proposed merger of JCG and
Henderson Group plc which has been previously announced (the
Merger)).

The CIC Agreement provides that, in the event Ms.McPeeks
employment is terminated within two years following the
consummation of the Merger by the Company (other than for cause
or due to death or disability) or by Ms.McPeek for good reason,
the Company will pay Ms.McPeek the following: (i)1.5 times the
sum of Ms.McPeeks base salary plus annual cash bonus earned with
respect to the calendar year ending prior to the date of the
termination; or employment; and (ii)outplacement services for
three (3)months. In addition, in the event Ms.McPeeks employment
is terminated for any reason within two years following the
consummation of the Merger, the Company shall pay to Ms.McPeek an
amount equal to the regular annual bonus compensation earned by
Ms.McPeek in respect of the calendar year ending prior to the
date of such termination pro-rated for the calendar year that
includes the date of termination through the date of termination.
The CIC Agreement does not provide for a gross-up payment arising
from any excise tax under Section4999 of the Internal Revenue
Code of 1986, as amended (the Code).

Good Reason for the termination by Ms.McPeek of her employment
shall mean, generally, the occurrence (without Ms.McPeeks express
written consent) of any one of the following: (i)a material
negative change in the nature, status or scope of Ms.McPeeks
responsibilities (other than specific changes agreed to in
connection with the Merger), (ii)a material negative change in
Ms.McPeeks base salary, or (iii)the relocation of Ms.McPeeks
principal place of employment that results in an increase in
Ms.McPeeks daily commute by more than 40 miles in one direction.

A copy of the CIC Agreement is attached hereto as Exhibits10.1,
and is incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to the full
text of the exhibit.

Item9.01 Financial Statements and
Exhibits.

(d) Exhibits.

About Janus Capital Group Inc. (NYSE:JNS)

Janus Capital Group Inc. provides investment management, administration, distribution and related services to financial advisors, individuals and institutional clients through mutual funds, separate accounts, other pooled investment vehicles and subadvised relationships (collectively referred to as investment products) in both domestic and international markets. The Company operates through its investment management business segment. The Company provides investment management solutions across a range of disciplines, including fundamental the United States and global equities (growth and value), mathematical equities, fixed income and alternatives, through its subsidiaries, Janus Capital Management LLC (Janus), INTECH Investment Management LLC (INTECH), Perkins Investment Management LLC (Perkins), VS Holdings, Inc. (VelocityShares) and Kapstream Capital Pty Limited (Kapstream).

Janus Capital Group Inc. (NYSE:JNS) Recent Trading Information

Janus Capital Group Inc. (NYSE:JNS) closed its last trading session down -0.18 at 14.00 with 863,945 shares trading hands.