Janus Capital Group Inc. (NYSE:JNS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The Special Meeting of Stockholders of Janus Capital Group Inc.
(JCG) was held in Denver, Colorado, on April25, 2017. At that
meeting, the stockholders considered and acted upon the following
proposals:
Proposal No.1: Adoption of Merger Agreement. To consider
and vote on a proposal to adopt the Agreement and Plan of Merger,
dated as of October3, 2016, by and among Henderson Groupplc, a
company incorporated and registered in Jersey, Channel Islands
(Henderson), Horizon Orbit Corp., a Delaware corporation and a
direct and wholly owned subsidiary of Henderson (Merger Sub), and
JCG, to which Merger Sub will merge with and into JCG with JCG
continuing as the surviving corporation as a direct and wholly
owned subsidiary of Henderson, which will be renamed Janus
Henderson Group plc (Janus Henderson) (the JCG merger proposal):
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 1 |
160,345,845 |
1,170,562 |
456,382 |
Proposal No.2: Approval, on an Advisory (Non-Binding) Basis,
of Certain Compensatory Arrangements with JCG Named Executive
Officers. To consider and vote on a non-binding, advisory
proposal to approve the compensation that may become payable to
JCGs named executive officers in connection with the consummation
of the merger:
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 2 |
155,160,471 |
6,355,153 |
457,155 |
Proposal No.3: Approval, on an Advisory (Non-Binding) Basis,
of a Certain Amendment to the Henderson Memorandum of
Association. To consider and vote on a non-binding, advisory
proposal to approve an amendment to the Henderson Memorandum of
Association implementing the share consolidation of Henderson
ordinary shares at a ratio of one new Janus Henderson ordinary
share (or CHESS Depositary Interests (CDIs)) for every 10
Henderson ordinary shares (or CDIs, as applicable) outstanding,
to be implemented effective upon the closing of the merger:
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 3 |
116,584,205 |
44,914,638 |
473,936 |
Proposal No.4: Approval, on an Advisory (Non-Binding) Basis,
of a Certain Amendment to the Henderson Memorandum of
Association. To consider and vote on a non-binding, advisory
proposal to approve an amendment to the Henderson Memorandum of
Association increasing the authorized share capital of Henderson
from 274,363,847.00 to $720,000,000:
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 4 |
117,658,270 |
43,830,198 |
484,311 |
Proposal No.5: Approval, on an Advisory (Non-Binding)
Basis, of a Certain Amendment to the Henderson Articles of
Association. To consider and vote on a non-binding,
advisory proposal to approve an amendment to the Henderson
Articles of Association removing preemptive rights for Janus
Henderson shareholders on new issuances of Janus Henderson
ordinary shares:
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 5 |
159,840,625 |
1,682,508 |
449,646 |
Proposal No.6: Approval, on an Advisory (Non-Binding)
Basis, of a Certain Amendment to the Henderson Articles of
Association. To consider and vote on a non-binding,
advisory proposal to approve an amendment to the Henderson
Articles of Association removing the requirement that the Janus
Henderson board seek the approval of Janus Henderson
shareholders to issue Janus Henderson ordinary shares:
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 6 |
159,918,583 |
1,610,942 |
443,254 |
Proposal No.7: Approval, on an Advisory (Non-Binding)
Basis, of a Certain Amendment to the Henderson Articles of
Association. To consider and vote on a non-binding,
advisory proposal to approve an amendment to the Henderson
Articles of Association requiring directors of Janus Henderson
to be re-elected at each annual Janus Henderson shareholder
meeting:
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 7 |
160,259,488 |
1,501,090 |
212,201 |
Proposal No.8: Adjournment of the Janus Special
Meeting. To consider and vote on a proposal to adjourn the
JCG special meeting, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes to approve
the JCG merger proposal (the JCG adjournment proposal):
|
|
For |
|
Against |
|
Abstain |
|
|
Proposal 8 |
152,058,150 |
9,242,241 |
672,388 |
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 up +0.02 at 13.45 with 2,691,076 shares trading hands.