PRICE T ROWE GROUP INC (Form: 8-K, Received: 08/25/2017 16:51:11)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

Pursuant to Section 13 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2017

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. ¨

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.

(b) The information required by this Item 5.02(b) with respect to the naming of Céline Dufétel as Vice President and the next Chief Financial Officer and Treasurer is incorporated herein by reference to Item 5.02(c) below.

(c) On August 22, 2017, T. Rowe Price Group, Inc. (the “Company”) announced that Ms. Céline Dufétel, age 36, will join the Company as Vice President by December 2017, and will assume the roles of Chief Financial Officer (“CFO”) and Treasurer in the first quarter of 2018. Ms. Dufétel will succeed Mr. Kenneth V. Moreland, who will continue as CFO at his regular base salary until no later than the filing of the Form 10-K for the 2017 fiscal year and who will receive an additional bonus of $375,000 in consideration of his strong performance and his agreeing to stay beyond the previously agreed retirement date of no later than December 31, 2017.

Attached hereto as Exhibit 99.1 is a copy of the press release announcing the foregoing. Information regarding Ms. Dufétel’s prior work history is included in the first paragraph of the press release following the heading “About Céline Dufétel” and is incorporated herein by reference.

As Vice President, CFO and Treasurer, Ms. Dufétel will receive the following compensation package:

Base salary of $350,000;

A cash signing bonus totaling $2,150,000 and consisting of:

$450,000, payable on the first payroll date following the effective date of her employment

$150,000, payable on the first payroll date following the first anniversary of the effective date of her employment

$150,000, grossed-up for taxes, payable on receipt of confirmation of a loan penalty from Neuberger Berman

$1,400,000 paid on last payroll date in 2017

Each installment of the cash signing bonus is subject to repayment if Ms. Dufétel voluntarily terminates her employment or is terminated for cause within one year of the payment of the installment;

Participation in the Company’s Long-Term Incentive Plan in 2017 on the same terms as other executive officers and subject to the discretion of the Company; and

Participation in the Company’s Annual Incentive Compensation Pool in 2018 on the same terms as other executive officers and subject to the discretion of the Company.

Ms. Dufétel will also receive compensation pursuant to certain plans provided by the Company, including health and benefit plans and retirement plans typically available to other executive officers and will be provided with certain benefits that are typically provided to newly hired executives, including reasonable relocation expenses, including a gross-up on certain of those relocation expenses.

In addition to those transactions with Ms. Dufétel related to compensation as an employee of the Company, pursuant to the Company’s related party transaction procedures and Item 404(a) of Regulation S-K, the Company notes that, since October of 2014, it has contracted with Diligent Board Member Services, Inc. (“Diligent”) to provide online access to board and committee materials to the Company’s officers and directors. In March of 2015, subsequent to the initiation of the contractual relationship with Diligent, Ms. Dufétel’s spouse, Brian Stafford, became the Chief Executive Officer and President of Diligent. The Corporation pays Diligent approximately $125,000 annually for its services.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

10.1 Amendment to the Agreement, dated January 30, 2017, between T. Rowe Price Group, Inc. and Kenneth V. Moreland.

Press release dated August 22, 2017.

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.

T. Rowe Price Group, Inc.

By: /s/ Kenneth V. Moreland

Vice President, Chief Financial Officer and Treasurer

Date: August 25, 2017

[Letterhead of T. Rowe Price Group, Inc.]

3148 River Valley Chase

West Friendship, MD 21794-9542

First, I want to thank you again for your many years of service with T. Rowe Price and for your continued commitment to the Company during our search for a new Chief Financial Officer and the related transition. In connection with the transition, I want to thank you for agreeing to extend your employment with T. Rowe Price through, at the latest, the first part of 2018 and the filing of the Form 10K for the Company’s 2017 fiscal year.

The purpose of this letter is to amend the terms of the letter agreement dated January 30, 2017 (the “January Agreement”) and to document the terms under which you will continue to support the Company during this transition. To the extent this letter agreement does not modify or amend the terms of the January Agreement, the terms of the January Agreement will continue in full force and effect.

The date of your resignation and the resulting end of your employment and service as an officer of T. Rowe Price Group, Inc. described in Section1 of the January Agreement will be extended until the filing of the Form 10-K for the Company’s 2017 fiscal year (the “Form 10-K”), unless you and the Company mutually agree to a termination date prior to the filing of the Form 10K. As noted in the January Agreement, the date that your employment ends will be referred to as your “Retirement Date.” You will continue to receive your regular base salary for all days worked through your Retirement Date and your benefits will continue as an active employee through the Retirement Date or through such other date as may be provided for in the applicable benefit plan.

In return for your agreeing to remain employed with the Company until no later than the filing of the Form 10-K the Company will provide you with an additional separation payment in the amount of Three Hundred and Seventy-Five Thousand Dollars ($375,000.00), which will be paid to you within 30 days after your Retirement Date.

Until your Retirement Date, you agree that you will continue to comply with the all the provisions of Section 2 of the January Agreement. You also agree to remain bound by Sections 4, 5, 6 and 7 of the January Agreement.

Thank you and I look forward to continuing to work with you during the transition.

/s/ William J. Stromberg

AGREED AND ACCEPTED: /s/ Kenneth V. Moreland

Date: August 22, 2017

NEWS RELEASE T. ROWE PRICE NAMES CÉLINE DUFÉTEL VICE PRESIDENT AND NEXT CHIEF FINANCIAL OFFICER Neuberger Berman Managing Director and Former McKinsey & Company Partner to Become CFO and Succeed Ken Moreland in Q1 2018 Baltimore: August 22, 2017 NEWS T. Rowe Price Group (NASDAQ-GS: TROW) announced today that Céline Dufétel will join the firm as vice president by December of this year and assume the roles of chief financial officer (CFO) and treasurer in the first quarter of 2018. Céline, who will join T. Rowe Price from Neuberger Berman, previously served as partner and head of the North American Asset Management practice at McKinsey & Company. She will succeed Ken Moreland, who will continue as CFO until no later than the filing of the Form 10-K for the 2017 fiscal year in February 2018. Ken will then retire after nearly 14 years of service to the firm. As CFO, Céline will provide global leadership and oversight for all financial activities of the firm, as well as manage the various functions within the CFO Group, including Finance, Treasury, Risk, Audit, Corporate Real Estate & Facilities, and Business Services. She also will assume responsibility for the Corporate Strategy team and lead the firm’s relationships with analysts and T. Rowe Price Group stockholders. Céline will report to T. Rowe Price President and CEO Bill Stromberg and be based at the firm’s corporate headquarters in Baltimore. QUOTES William J. Stromberg, President and CEO, T. Rowe Price “Céline will be a great addition to our management team. She is a dynamic and strategic leader with deep asset management expertise and has a proven track record working with leading global financial institutions to drive accelerated growth, enhance organizational capabilities, and increase profitability. Céline’s background in the strategic, financial, and operational aspects of our industry is further complemented by her extensive engagement with finance teams and broad experience with financial planning and analysis.” “Ken Moreland continues to serve as our CFO with distinction. He is a highly effective leader, helping the firm navigate an increasingly complex industry environment with rigorous financial discipline. We remain grateful for his leadership and professionalism and his commitment to the firm, our associates, stockholders, and the community. We thank him for dedication through this period of transition.”

Céline Dufétel “T. Rowe Price is one of the most admired asset management firms in the industry, and this reputation is well deserved. I look forward to working with firm leadership and the experienced and talented professionals in the CFO Group to further strengthen the firm’s competitive position while driving growth and profitability.” ABOUT CÉLINE DUFÉTEL Céline began her professional career with McKinsey & Company in 2004 and served in a variety of operations, strategy, and consulting roles in their New York and Paris offices. She was named a partner with the firm in 2010 and, as head of the North American Asset Management practice, led their engagement with C-suite leadership across the industry. She also founded McKinsey’s Retirement Leaders Roundtable (a community of 40 financial services senior executives) and authored numerous white papers on the dynamics and evolving business strategies of the financial services industry, including retirement reform. In 2014, Céline joined Neuberger Berman, a private, independent, employee-owned investment manager, as global head of Client Service. She currently serves as a managing director and that firm’s global head of Marketing and Client Service, providing worldwide oversight of the company’s successful efforts to engage and serve clients. A native of France, Céline spent part of her childhood in Bethesda, MD, returning to Paris to earn her bachelor’s and master’s degrees in applied mathematics and economics from École Polytechnique. She also served as navigation officer in the French Navy aboard an oil tanker while in college. Céline returned to the United States in 2003 and received her master’s degree in finance from Princeton University in 2004. She is a Board and Executive Committee member of CityHarvest in New York. ABOUT T. ROWE PRICE Founded in 1937, Baltimore-based T. Rowe Price Group, Inc. (troweprice.com), is a global investment management organization with $927 billion in assets under management as of July 31, 2017. The organization provides a broad array of mutual funds, subadvisory services, and separate account management for individual and institutional investors, retirement plans, and financial intermediaries. The company also offers sophisticated investment planning and guidance tools. T. Rowe Price’s disciplined, risk-aware investment approach focuses on diversification, style consistency, and fundamental research. ### CONTACTS: Public Relations Brian Lewbart 410-345-2242 brian_lewbart@troweprice.com Briana Wessell 410-577-8025 briana_wessell@troweprice.com Investor Relations Teresa Whitaker 410-345-6586 teresa_whitaker@troweprice.com