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): March 24, 2020
MANNING & NAPIER, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35355 | 45-2609100 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
290 Woodcliff Drive, Fairport, New York 14450
(Address of principal executive offices and zip code)
(585) 325-6880
(Registrant’s telephone number, including area code)
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 class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, $0.01 par value per share | MN | New York Stock Exchange |
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 (§240.12b-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 8.01. | Other Events |
As reported in the annual report on Form 10-K for the fiscal year ended December 31, 2019 of Manning & Napier, Inc. (the “Company”), on March 3, 2020, as managing member of Manning & Napier Group, LLC (“Group”), the Company’s Board of Directors had declared a $2.0 million distribution from Group to the Company and the noncontrolling interests of Group. Subsequent to March 3, 2020, there has been significant disruption to global commercial activity as a result of the spread of the novel coronavirus, which has contributed to significant volatility and a decline in the value of many securities in the financial markets. The extent of the impact of this disruption on the Company’s assets under management and financial results is uncertain. As a result, the Company’s Board of Directors determined on March 24, 2020 to withdraw its approval of that distribution from Group. The Board of Directors determined that no distribution from Group to the Company and the noncontrolling interests of Group will be made at this time. The Board of Directors did not change the terms of the dividend of $0.02 per share of Class A common stock declared on March 3, 2020 to the Company’s stockholders of record as of April 1, 2020.
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.
| Manning & Napier, Inc. | ||||||
| Date: March 27, 2020 | By: | /s/ Sarah C. Turner | ||||
| Name: | Sarah C. Turner | |||||
| Title: | Corporate Secretary | |||||