Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 26, 2018



T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)


Maryland
000-32191
52-2264646
(State of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code: (410) 345-2000



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))

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 (§240.12-2 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 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of our stockholders was held on April 26, 2018. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 16, 2018. Shares eligible to vote were 244,597,454 at the record date of February 23, 2018.

The tabulation of votes for each proposal voted on by stockholders was as follows:

Proposal 1 - Election of Directors
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Mark S. Bartlett
 
181,934,149
 
438,141
 
145,382
 
33,055,785
Edward C. Bernard
 
179,240,525
 
3,120,332
 
156,815
 
33,055,785
Mary K. Bush
 
181,685,628
 
685,025
 
147,019
 
33,055,785
H. Lawrence Culp, Jr.
 
182,056,371
 
294,335
 
166,966
 
33,055,785
Dr. Freeman A. Hrabowski, III
 
182,001,767
 
382,618
 
133,287
 
33,055,785
Robert F. MacLellan
 
179,330,569
 
2,108,900
 
1,078,203
 
33,055,785
Brian C. Rogers
 
179,248,156
 
2,101,849
 
1,167,667
 
33,055,785
Olympia J. Snowe
 
181,384,636
 
967,898
 
165,138
 
33,055,785
William J. Stromberg
 
182,046,941
 
324,290
 
146,441
 
33,055,785
Richard R. Verma
 
182,126,006
 
230,425
 
161,241
 
33,055,785
Sandra S. Wijnberg
 
182,152,547
 
213,942
 
151,183
 
33,055,785
Alan D. Wilson
 
182,066,472
 
295,545
 
155,655
 
33,055,785


Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers
For
 
Against
 
Abstain
 
Broker Non-Vote
174,894,237
 
5,972,216
 
1,651,219
 
33,055,785


Proposal 3 - Charter Amendment to Eliminate the Provision That Limits Voting of Share Ownership to 15% of the Outstanding Shares
For
 
Against
 
Abstain
 
Broker Non-Vote
179,735,604
 
1,944,892
 
837,176
 
33,055,785


Proposal 4 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2018
For
 
Against
 
Abstain
 
Broker Non-Vote
208,942,924
 
6,429,785
 
200,748
 


Item 8.01. Other Events.

On April 25, 2018, the Board of Directors of T. Rowe Price Group, Inc. (the "Company") 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 21.0 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 the increase in the share repurchase authorization is filed as Exhibit 99.1 hereto.






Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated April 26, 2018.

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.
T. Rowe Price Group, Inc.
By: /s/ David Oestreicher
David Oestreicher
Vice President, Chief Legal Counsel and Corporate Secretary
Date: May 2, 2018