201404 8K 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 24, 2014



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


Maryland
033-07012-99
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))






Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of our stockholders was held on April 24, 2014. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 14, 2014. Shares eligible to vote were 262,588,728 at the record date of February 21, 2014.

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
 
199,151,236
 
1,796,400
 
434,180
 
25,523,594
Edward C. Bernard
 
199,704,827
 
1,128,458
 
548,531
 
25,523,594
Mary K. Bush
 
199,199,883
 
1,621,164
 
560,769
 
25,523,594
Donald B. Hebb, Jr.
 
198,177,385
 
2,774,681
 
429,750
 
25,523,594
Dr. Freeman A. Hrabowski, III
 
198,738,283
 
2,191,575
 
451,958
 
25,523,594
James A.C. Kennedy
 
200,208,676
 
689,873
 
483,267
 
25,523,594
Robert F. MacLellan
 
198,811,172
 
2,138,216
 
432,428
 
25,523,594
Brian C. Rogers
 
199,423,029
 
1,284,628
 
674,159
 
25,523,594
Senator Olympia J. Snowe
 
200,509,723
 
423,615
 
448,478
 
25,523,594
Dr. Alfred Sommer
 
199,816,040
 
1,114,772
 
451,004
 
25,523,594
Dwight S. Taylor
 
198,727,075
 
2,219,755
 
434,986
 
25,523,594
Anne Marie Whittemore
 
199,536,067
 
1,428,884
 
416,865
 
25,523,594


Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers.

For
 
Against
 
Abstain
 
Broker Non-Vote
197,402,048
 
2,332,361
 
1,646,800
 
25,524,201


Proposal 3: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2014.

For
 
Against
 
Abstain
 
Broker Non-Vote
218,530,411
 
7,796,103
 
578,896
 












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/ Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer    
Date: April 25, 2014