UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 15, 2015

 

Affiliated Managers Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

(800) 345-1100

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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 Affiliated Managers Group, Inc. (the “Company”) was held on June 15, 2015.  At that meeting, the stockholders considered and acted upon the following proposals:

 

1.  The Election of Directors.  The stockholders elected the following individuals to serve as directors until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.  Each nominee was approved by the stockholders by the affirmative vote of at least 98% of the votes cast.  The table below sets forth the voting results for each director:

 

		Votes For		Votes Against		Abstentions
Samuel T. Byrne		47,032,017		442,279		46,424
Dwight D. Churchill		46,866,888		607,410		46,422
Glenn Earle		47,383,180		90,893		46,647
Niall Ferguson		47,323,778		150,555		46,387
Sean M. Healey		46,552,973		867,102		100,645
Tracy P. Palandjian		46,867,783		606,618		46,319
Patrick T. Ryan		46,916,104		503,894		100,722
Jide J. Zeitlin		47,463,100		11,121		46,499

 

2.   Non-Binding Advisory Vote on Executive Compensation.  The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers by the affirmative vote of approximately 97% of the votes cast.  The table below sets forth the voting results:

 

 

3.   Re-approve the Material Terms of the Performance Measures Included in the Company’s Executive Incentive Plan. The stockholders voted to re-approve the material terms of the performance measures included in the Company’s Executive Incentive Plan, as amended and restated, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.  The proposal was approved by the stockholders by the affirmative vote of approximately 98% of the votes cast.  The table below sets forth the voting results:

 

 

4.  The Ratification of the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year.  The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year.  The proposal was approved by the stockholders by the affirmative vote of approximately 92% of the votes cast.  The table below sets forth the voting results:

 

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In addition, in the case of proposals one, two and three, the number of broker non-votes was 2,210,896.  There were no broker non-votes on proposal four.

 

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SIGNATURES

 

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.

 

	AFFILIATED MANAGERS GROUP, INC.
Date: June 16, 2015
	By:	/s/ David M. Billings
		Name:	David M. Billings
		Title:	Executive Vice President, General Counsel and Secretary

 

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