SEC EDGAR · 8-K
8-K – 2026-05-11 – trow-20260507.htm
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trow-20260507 0001113169 false PRICE T ROWE GROUP INC 0001113169 2026-05-11 2026-05-11 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): May 7, 2026 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.) 1307 Point Street , Baltimore , Maryland 21231 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 410 ) 345-2000 ____________________________________ (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: ☐ 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 Name of each exchange on which registered Common Stock, par value $0.20 TROW The NASDAQ Stock Market LLC (Nasdaq Global Select Market) 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 May 7, 2026. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 17, 2026. Shares eligible to vote were 217,605,891 at the record date of February 20, 2026. 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 Glenn R. August 149,518,197 3,563,421 3,306,467 24,795,755 Mark S. Bartlett 147,953,810 8,002,093 432,182 24,795,755 William P. Donnelly 148,812,373 4,551,364 3,024,348 24,795,755 Dina Dublon 148,509,080 4,863,793 3,015,212 24,795,755 Allan C. Golston 148,701,622 4,269,549 3,416,914 24,795,755 Robert F. MacLellan 143,396,650 12,549,970 441,465 24,795,755 Eileen P. Rominger 144,432,162 8,935,357 3,020,566 24,795,755 Robert W. Sharps 139,842,488 13,215,143 3,330,454 24,795,755 Cynthia F. Smith 148,789,066 3,605,664 3,993,355 24,795,755 Robert J. Stevens 147,488,629 5,880,023 3,019,433 24,795,755 Richard R. Verma 150,167,337 3,208,407 3,012,341 24,795,755 Sandra S. Wijnberg 147,592,474 8,342,034 453,577 24,795,755 Alan D. Wilson 148,444,259 6,726,326 1,217,500 24,795,755 Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers For Against Abstain Broker Non-Vote 135,094,531 20,453,712 839,842 24,795,755 Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026 For Against Abstain Broker Non-Vote 168,714,625 12,282,198 187,017 — 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 Vice President, General Counsel and Secretary Date: May 11, 2026