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 14, 2010
T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)
         
Maryland
  000-32191   52-2264646
(State of
  (Commission   (IRS Employer
incorporation)
  File Number)   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On April 14, 2010, our Board of Directors unanimously adopted a Policy for Recoupment of Incentive Compensation for executive officers of the company. A copy of the policy is attached as Exhibit 10.19 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of our stockholders was held on April 14, 2010. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission. Shares eligible to vote were 258,790,075 at the record date of February 12, 2010. The nine nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualify. The tabulation of votes was:
                                 
Nominee   For     Against     Abstain     Broker Non-Vote  
Edward C. Bernard
    196,536,449       4,305,312       161,183       29,802,016  
James T. Brady
    198,230,601       2,608,524       163,819       29,802,016  
J. Alfred Broaddus, Jr.
    199,299,300       1,515,884       187,760       29,802,016  
Donald B. Hebb, Jr.
    174,114,304       26,722,343       166,297       29,802,016  
James A.C. Kennedy
    196,734,671       4,083,980       184,293       29,802,016  
Brian C. Rogers
    196,526,449       4,314,776       161,719       29,802,016  
Dr. Alfred Sommer
    199,719,209       1,113,744       169,991       29,802,016  
Dwight S. Taylor
    199,401,923       1,433,071       167,950       29,802,016  
Anne Marie Whittemore
    192,936,343       7,877,971       188,630       29,802,016  
The appointment of KPMG LLP as the company’s independent registered public accounting firm for 2010 was ratified by a vote of 222,434,650 for; 8,154,684 against; and 215,626 abstentions.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
           10.19 Policy for Recoupment of Incentive Compensation

 

 

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
Kenneth V. Moreland
Vice President and Chief Financial Officer
Date: April 16, 2010

 

Exhibit 10.19
T. Rowe Price Group, Inc.
Policy for Recoupment of Incentive Compensation
In the event of a determination of a need for a material restatement of the Company’s financial results within three years of the original reporting, the Board will review the facts and circumstances that led to the requirement for the restatement and will take actions it deems necessary and appropriate. The Board will consider whether any executive officer received incentive compensation, including equity awards, based on the original financial statements that in fact was not warranted based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement. The actions the Board could elect to take against a particular executive officer, depending on all facts and circumstances as determined during their review, include: the recoupment of all or part of any bonus or other incentive compensation paid to the executive officer, including recoupment in whole or in part of equity awards; disciplinary actions, up to and including termination; and/or the pursuit of other available remedies, at the Board’s discretion.
For purposes of this policy, the term “executive officer” shall mean executive officers of the Company as defined under the Securities Exchange Act of 1934, as amended, and such other senior executives as may be determined by the Board.
The Company shall take such action as it deems necessary or appropriate to implement this Policy, including requiring all covered officers to acknowledge the rights and powers of the Company and the Board of Directors hereunder.
Adopted: April 14, 2010
Board of Directors
T. Rowe Price Group, Inc.