UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 29, 2011 (April 28, 2011)
Janus Capital Group Inc.
(Exact name of registrant as specified in its charter)
DELAWARE |
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001-15253 |
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43-1804048 |
(State or other jurisdiction |
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(Commission file |
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(IRS Employer |
of incorporation) |
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number) |
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Identification Number) |
151 DETROIT STREET
DENVER, COLORADO 80206
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
(303) 333-3863
Not Applicable
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Janus Capital Group Inc was held in Denver, Colorado, on April 28, 2011. At that meeting, the stockholders considered and acted upon the following proposals:
Proposal No. 1: Election of Directors. By the vote reflected below, our stockholders elected the following individuals as directors for a three-year term:
Director Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Paul F. Balser |
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105,119,794 |
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43,914,851 |
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241,469 |
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14,373,159 |
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Jeffrey J. Diermeier |
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124,305,144 |
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24,728,725 |
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242,245 |
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14,373,159 |
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Glenn S. Schafer |
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125,049,507 |
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24,102,073 |
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124,534 |
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14,373,159 |
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Proposal No. 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor. By the vote reflected below, our stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent auditor for the fiscal year ended December 31, 2011:
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For |
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Against |
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Abstain |
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Proposal 2 |
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159,280,888 |
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4,054,851 |
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313,534 |
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Proposal No. 3: Non-binding Advisory Vote Related to Executive Compensation. By the vote reflected below, our stockholders did not approve, on a non-binding advisory basis, the compensation of the Companys named executive officers:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Proposal 3 |
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59,890,647 |
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82,667,210 |
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6,718,257 |
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14,373,159 |
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Proposal No. 4: Non-binding Advisory Vote on Frequency of Executive Compensation Vote. By the vote reflected below, our stockholders recommended, on a non-binding advisory basis, that the Company conduct future shareholder advisory votes every year on the compensation of the Companys named executive officers:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
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Proposal 4 |
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131,301,889 |
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2,379,913 |
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8,851,961 |
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6,742,351 |
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14,373,159 |
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After consideration of the stockholders recommendations, the Company has decided to hold an advisory vote on the compensation of the Companys named executive officers every year until the next vote on frequency, which shall be no later than the Companys Annual Shareholders Meeting in 2017.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Janus Capital Group Inc. | |
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Date: April 29, 2011 |
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By: |
/s/ Gregory A. Frost |
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Executive Vice President and | |
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Chief Financial Officer |