T. Rowe Price Group, Inc. (NASDAQ:TROW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 13, 2019, Mr. Brian Rogers, the non-executive Chair of the Board of Directors (the “Board”) of T. Rowe Price Group, Inc. (the “Company”), announced he will retire from the Board at the Company’s 2019 Annual Meeting of Stockholders. Mr. Rogers’ retirement is not a result of any disagreement with the Company or its management.
On February 13, 2019, the Board announced that Mr. William Stromberg will become the Chair of the Board following Mr. Rogers retirement, in addition to continuing on as the Chief Executive Officer and President of the Company.
(e) The Executive Compensation and Management Development Committee (the “Committee”) of the Board approved a new 2019 Annual Incentive Compensation Plan (the “2019 AICP”) on February 11, 2019. The 2019 AICP establishes a cash incentive pool (the “Incentive Pool”) equal to a percentage of the Company’s adjusted earnings, as defined in the 2019 AICP. For each fiscal year, the Committee will determine the officers who will participate in the 2019 AICP and the maximum percentage of the Incentive Pool each executive officer has a right to receive for that fiscal year. At the end of the fiscal year, the Committee will determine the total Incentive Pool available for awards and the actual award each officer will receive. For 2019, the Committee approved the named executive officers that would participate in the 2019 AICP and the maximum percentage of the Incentive Pool each officer would be eligible to receive as follows:
|
Participant |
Maximum Percentage |
|
William J. Stromberg |
12% |
|
Céline S. Dufétel |
4% |
|
Christopher D. Alderson |
10% |
|
Robert W. Sharps |
12% |
A copy of the 2019 AICP is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On February 12, 2019, the Board approved the amendment and restatement of the Company’s Amended and Restated By-laws (the “By-laws”), effective February 12, 2019. The By-laws include the following amendment:
Article 1, Section 1.01 of the By-laws has been amended to allow the Company to hold the annual meeting of stockholders at any time set by the Board.
The foregoing description is qualified in its entirety by the By-laws which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
SECTION 8 – Other Events.
Item 8.01. Other Events.
On February 12, 2019, the Board approved a 10 million share increase in the Company’s authorization to repurchase shares of its common stock. This brings the total repurchase authorization to approximately 22.4 million shares of the Company’s outstanding common stock. Repurchases may be effected from time to time on the open market or in privately negotiated transactions.
A press release announcing these events is filed as Exhibit 99.1 hereto.
Section 9 – Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
PRICE T ROWE GROUP INC Exhibit
EX-3.1 2 trpgamendedandrestatedbyla.htm EXHIBIT 3.1 Exhibit EXHIBIT 3.1 T. ROWE PRICE GROUP,…
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About T. Rowe Price Group, Inc. (NASDAQ:TROW)
T. Rowe Price Group, Inc. is a financial services holding company. The Company provides global investment management services to individual and institutional investors in the sponsored T. Rowe Price mutual funds distributed in the United States and other investment portfolios. It operates through investment advisory business segment. Its assets under management are accumulated from a client base across over four primary distribution channels, including third-party financial intermediaries that distribute its managed investment portfolios in the United States and other countries; individual the United States investors on a direct basis; the United States defined contribution retirement plans, and institutional investors across the globe. It manages assets, including the United States and international stock, blended asset, bond and money market mutual funds, and other investment portfolios. The Company offers advisory services, distribution management and administrative services.
