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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
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Delaware
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45-0969585
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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875 E. Wisconsin Avenue, Suite 800
Milwaukee, WI
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53202
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(Address of principal executive offices)
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(Zip Code)
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Class A Common Stock, $0.01 par value
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The New York Stock Exchange
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(Title of each class)
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(Name of each exchange on which registered)
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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“Artisan Funds” refers to Artisan Partners Funds, Inc., a family of Securities and Exchange Commission registered mutual funds.
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•
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“Artisan Global Funds” refers to Artisan Partners Global Funds PLC, a family of Ireland-domiciled funds organized pursuant to the European Union’s Undertaking for Collective Investment in Transferable Securities (“UCITS”).
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•
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“Artisan Private Funds” refers to private investment funds sponsored by Artisan.
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•
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“client” and “clients” refer to investors who access our investment management services by investing in funds, including Artisan Funds, Artisan Global Funds, or Artisan Private Funds, or by engaging us to manage a separate account in one or more of our investment strategies (such accounts include collective investment trusts and other pooled investment vehicles for which we are investment adviser, each of which we manage on a separate account basis).
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•
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“Company”, “Artisan”, “we”, “us” or “our” refer to Artisan Partners Asset Management Inc. (“APAM”) and, unless the context otherwise requires, its direct and indirect subsidiaries, including Artisan Partners Holdings LP (“Artisan Partners Holdings” or “Holdings”), and, for periods prior to our IPO, “Artisan,” the “company,” “we,” “us” and “our” refer to Artisan Partners Holdings and, unless the context otherwise requires, its direct and indirect subsidiaries. On March 12, 2013, APAM closed its IPO and related IPO Reorganization. Prior to that date, APAM was a subsidiary of Artisan Partners Holdings. The IPO Reorganization and IPO are described in the notes to our consolidated financial statements included in Part II of this Form 10-K.
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•
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“IPO” means the initial public offering of 12,712,279 shares of Class A common stock of Artisan Partners Asset Management Inc. completed on March 12, 2013.
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•
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“IPO Reorganization” means the series of transactions Artisan Partners Asset Management Inc. and Artisan Partners Holdings completed on March 12, 2013, immediately prior to the IPO, in order to reorganize their capital structures in preparation for the IPO.
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•
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“2017 Follow-On Offering” means the registered offering of 5,626,517 shares of Class A common stock of Artisan Partners Asset Management Inc. completed on February 28, 2017.
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•
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“2018 Follow-On Offering: means the registered offering of 644,424 shares of Class A common stock of Artisan Partners Asset Management Inc. completed on February 27, 2018.
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•
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our anticipated future results of operations;
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•
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our potential operating performance and efficiency;
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•
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our expectations with respect to the performance of our investment strategies;
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•
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our expectations with respect to future levels of assets under management, including the capacity of our strategies and client cash inflows and outflows;
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•
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our expectations with respect to industry trends and how those trends may impact our business;
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•
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our financing plans, cash needs and liquidity position;
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•
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our intention to pay dividends and our expectations about the amount of those dividends;
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•
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our expected levels of compensation of our employees, including equity compensation;
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•
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our expectations with respect to future expenses and the level of future expenses;
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•
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our expected tax rate, and our expectations with respect to deferred tax assets; and
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•
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our estimates of future amounts payable pursuant to our tax receivable agreements.
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For the Years Ended December 31,
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||||||||||
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2018
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|
2017
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|
2016
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||||||
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(in millions)
|
||||||||||
Total revenues
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$
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829
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|
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$
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796
|
|
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$
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721
|
|
Ending assets under management
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$
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96,224
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$
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115,494
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$
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96,845
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Average assets under management
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$
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113,769
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$
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108,754
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$
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96,281
|
|
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As of December 31, 2018
|
|||||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||||
Global Opportunities (February 1, 2007)
|
|
|
|
|
|
|
|
|
|
|||||
Average Annual Gross Returns
|
(7.92
|
)%
|
|
8.84
|
%
|
|
7.86
|
%
|
|
16.10
|
%
|
|
9.27
|
%
|
MSCI ACWI® Index
|
(9.42
|
)%
|
|
6.59
|
%
|
|
4.26
|
%
|
|
9.45
|
%
|
|
3.90
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%
|
|
|
|
|
|
|
|
|
|
|
|||||
Global Discovery (September 1, 2017)
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|
|
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|
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|
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|
|||||
Average Annual Gross Returns
|
(1.93
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.94
|
%
|
MSCI ACWI® Index
|
(9.42
|
)%
|
|
—
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|
|
—
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|
|
—
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|
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(1.79
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)%
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|
|
|
|
|
|
|
|
|
|
|||||
U.S. Mid-Cap Growth (April 1, 1997)
|
|
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|
|||||
Average Annual Gross Returns
|
(2.74
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)%
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|
5.95
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%
|
|
5.64
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%
|
|
16.06
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%
|
|
14.18
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%
|
Russell Midcap® Index
|
(9.06
|
)%
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|
7.04
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%
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|
6.26
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%
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|
14.02
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%
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|
9.55
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%
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Russell Midcap® Growth Index
|
(4.75
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)%
|
|
8.59
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%
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|
7.41
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%
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|
15.11
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%
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8.59
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%
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|
|
|
|
|
|
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|
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|
|||||
U.S. Small-Cap Growth (April 1, 1995)
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|||||
Average Annual Gross Returns
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3.54
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%
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|
12.41
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%
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|
7.70
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%
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17.05
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%
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10.25
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%
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Russell 2000® Index
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(11.01
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)%
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|
7.36
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%
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4.41
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%
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|
11.97
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%
|
|
8.61
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%
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Russell 2000® Growth Index
|
(9.31
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)%
|
|
7.23
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%
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|
5.13
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%
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|
13.51
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%
|
|
7.19
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%
|
|
As of December 31, 2018
|
|||||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||||
Value Equity (July 1, 2005)
|
|
|
|
|
|
|
|
|
|
|||||
Average Annual Gross Returns
|
(13.73
|
)%
|
|
9.53
|
%
|
|
5.00
|
%
|
|
11.86
|
%
|
|
7.13
|
%
|
Russell 1000® Index
|
(4.78
|
)%
|
|
9.08
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%
|
|
8.21
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%
|
|
13.27
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%
|
|
7.96
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%
|
Russell 1000® Value Index
|
(8.27
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)%
|
|
6.95
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%
|
|
5.94
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%
|
|
11.17
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%
|
|
6.49
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%
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Mid-Cap Value (April 1, 1999)
|
|
|
|
|
|
|
|
|
|
|
|
|
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Average Annual Gross Returns
|
(12.53
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)%
|
|
7.19
|
%
|
|
2.91
|
%
|
|
12.14
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%
|
|
12.03
|
%
|
Russell Midcap® Index
|
(9.06
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)%
|
|
7.04
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%
|
|
6.26
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%
|
|
14.02
|
%
|
|
8.60
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%
|
Russell Midcap® Value Index
|
(12.29
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)%
|
|
6.05
|
%
|
|
5.44
|
%
|
|
13.02
|
%
|
|
8.93
|
%
|
|
As of December 31, 2018
|
|||||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||||
Global Value (July 1, 2007)
|
|
|
|
|
|
|
|
|
|
|||||
Average Annual Gross Returns
|
(12.02
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)%
|
|
6.53
|
%
|
|
4.73
|
%
|
|
12.77
|
%
|
|
7.35
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%
|
MSCI ACWI® Index
|
(9.42
|
)%
|
|
6.59
|
%
|
|
4.26
|
%
|
|
9.45
|
%
|
|
3.28
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%
|
|
As of December 31, 2018
|
|||||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||||
Non-U.S. Value (July 1, 2002)
|
|
|
|
|
|
|
|
|
|
|||||
Average Annual Gross Returns
|
(14.71
|
)%
|
|
4.40
|
%
|
|
2.71
|
%
|
|
11.07
|
%
|
|
11.12
|
%
|
MSCI EAFE® Index
|
(13.79
|
)%
|
|
2.87
|
%
|
|
0.53
|
%
|
|
6.31
|
%
|
|
5.37
|
%
|
|
As of December 31, 2018
|
|||||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||||
Emerging Markets (July 1, 2006)
|
|
|
|
|
|
|
|
|
|
|||||
Average Annual Gross Returns
|
(14.20
|
)%
|
|
12.33
|
%
|
|
4.17
|
%
|
|
8.66
|
%
|
|
5.03
|
%
|
MSCI Emerging Markets IndexSM
|
(14.58
|
)%
|
|
9.24
|
%
|
|
1.65
|
%
|
|
8.02
|
%
|
|
4.50
|
%
|
|
As of December 31, 2018
|
|||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||
High Income (April 1, 2014)
|
|
|
|
|
|
|
|
|
|
|||
Average Annual Gross Returns
|
(0.72
|
)%
|
|
8.08
|
%
|
|
—
|
|
—
|
|
6.03
|
%
|
ICE BofA Merrill Lynch U.S. High Yield Master II Total Return Index (Net)
|
(2.26
|
)%
|
|
7.26
|
%
|
|
—
|
|
—
|
|
3.38
|
%
|
|
As of December 31, 2018
|
|||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
|||
Developing World (July 1, 2015)
|
|
|
|
|
|
|
|
|
|
|||
Average Annual Gross Returns
|
(14.53
|
)%
|
|
9.77
|
%
|
|
—
|
|
—
|
|
4.51
|
%
|
MSCI Emerging Markets Index
|
(14.58
|
)%
|
|
9.24
|
%
|
|
—
|
|
—
|
|
2.15
|
%
|
|
As of December 31, 2018
|
||||||||||
Investment Strategy (Composite Inception Date)
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
|
Inception
|
||
Thematic (May 1, 2017)
|
|
|
|
|
|
|
|
|
|
||
Average Annual Gross Returns
|
11.55
|
%
|
|
—
|
|
—
|
|
—
|
|
24.80
|
%
|
S&P 500 Index
|
(4.38
|
)
|
|
—
|
|
—
|
|
—
|
|
5.12
|
%
|
•
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the performance of our investment strategies;
|
•
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continuity of our investment professionals;
|
•
|
the quality of the service we provide to our clients; and
|
•
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our brand recognition and reputation within the investing community.
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•
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Our appointment as the sole general partner of Artisan Partners Holdings.
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•
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The modification of our capital structure into three classes of common stock and a series of convertible preferred stock. We issued shares of our Class B common stock, Class C common stock and convertible preferred stock to pre-IPO partners of Artisan Partners Holdings. Each share of Class B common stock corresponds to a Class B common unit of Artisan Partners Holdings. Each share of Class C common stock corresponds to either a Class A, Class D or Class E common unit of Artisan Partners Holdings. Subject to certain restrictions, each common unit of Artisan Partners Holdings (together with the corresponding share of Class B or Class C common stock) is exchangeable for a share of our Class A common stock.
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•
|
A corporation (“H&F Corp”) merged with and into Artisan Partners Asset Management, which we refer to in this document as the H&F Corp Merger. As consideration for the merger, the shareholder of H&F Corp received shares of our convertible preferred stock, contingent value rights, or CVRs, issued by Artisan Partners Asset Management and the right to receive an amount of cash. In November 2013, the CVRs issued by Artisan Partners Asset Management were terminated with no amounts paid or payable thereunder. In June 2014, the shareholder of H&F Corp converted all of its then-remaining shares of convertible preferred stock into shares of Class A common stock and sold those shares. We no longer have any outstanding shares of convertible preferred stock, and Artisan Partners Holdings no longer has any outstanding preferred units.
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•
|
The voting and certain other rights of each class of limited partnership units of Artisan Partners Holdings were modified. In addition, Artisan Partners Holdings separately issued CVRs to the holders of the preferred units. In November 2013, the CVRs issued by Artisan Partners Holdings were terminated with no amounts paid or payable thereunder.
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•
|
We entered into two tax receivable agreements (“TRAs”), one with a private equity fund (the “Pre-H&F Corp Merger Shareholder”) and the other with each limited partner of Artisan Partners Holdings. Pursuant to the first TRA, APAM pays to the Pre-H&F Corp Merger Shareholder (or its assignees) a portion of certain tax benefits APAM realizes as a result of the H&F Corp Merger. Pursuant to the second TRA, APAM pays to current or former limited partners of Artisan Partners Holdings (or their assignees) a portion of certain tax benefits APAM realizes as a result of the purchase or exchange of their limited partnership units of Artisan Partners Holdings.
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(1)
|
Our employees to whom we have granted equity have entered into a stockholders agreement with respect to all shares of our common stock they have acquired from us and any shares they may acquire from us in the future, pursuant to which they granted an irrevocable voting proxy to a stockholders committee currently consisting of Eric R. Colson (Chairman and Chief Executive Officer), Charles J. Daley, Jr. (Chief Financial Officer) and Gregory K. Ramirez (Executive Vice President). The stockholders committee, by vote of a majority of its members, will determine the vote of all of the shares subject to the stockholders agreement. In addition to owning all of the shares of our Class B common stock, our employee-partners, together with our other employees, owned unvested restricted shares of our Class A common stock representing approximately 8% of our outstanding Class A common stock as of December 31, 2018.
|
(2)
|
Each class of common units generally entitles its holders to the same economic and voting rights in Artisan Partners Holdings as each other class of common units, except that the Class E common units have no voting rights except as required by law.
|
•
|
Our existing clients may withdraw funds from our investment strategies or terminate their relationships with us.
|
•
|
Third-party financial intermediaries, advisors or consultants may remove our investment products from recommended lists due to poor performance or for other reasons, which may lead our existing clients to withdraw funds from our investment strategies or reduce asset inflows from these third parties or their clients.
|
•
|
The Morningstar and Lipper ratings and rankings of mutual funds we manage may decline, which may adversely affect the ability of those funds to attract new or retain existing assets.
|
•
|
Unlike some of our competitors, we do not currently offer passive investment strategies or “solutions” products like target-date funds.
|
•
|
A number of our competitors have greater financial, technical, marketing and other resources, more comprehensive name recognition and more personnel than we do.
|
•
|
Potential competitors have a relatively low cost of entering the investment management industry.
|
•
|
Some investors may prefer to invest with an investment manager that is not publicly traded based on the perception that a publicly-traded asset manager may focus on the manager’s own growth to the detriment of investment performance for clients.
|
•
|
Other industry participants may seek to recruit our investment professionals.
|
•
|
Many competitors charge lower fees for their investment management services than we do.
|
•
|
Departures of our portfolio managers or members of our management team or additions or departures of other key personnel.
|
•
|
Actual or anticipated poor performance in one or more of the investment strategies we offer.
|
•
|
Variations in our quarterly operating results.
|
•
|
Litigation and governmental investigations.
|
•
|
Adverse market reaction to any plans we may announce, indebtedness we may incur or securities we may issue in the future.
|
•
|
Failure to meet analysts’ earnings or other expectations.
|
•
|
Publication of research reports about us or the investment management industry.
|
•
|
Actions by stockholders.
|
•
|
Changes in market valuations of similar companies.
|
•
|
Changes or proposed changes in laws or regulations, or differing interpretations thereof, affecting our business, or enforcement of these laws and regulations, or announcements relating to these matters.
|
•
|
Adverse publicity about the investment management industry generally, or particular scandals, specifically.
|
•
|
The relatively low trading volume and public float of our Class A common stock.
|
•
|
Sales of a large number of shares of our Class A common stock or the perception that such sales could occur.
|
•
|
General market and economic conditions.
|
•
|
The right of the various classes of our capital stock to vote, as separate classes, on certain amendments to our restated certificate of incorporation and certain fundamental transactions.
|
•
|
The ability of our board of directors to determine to issue shares of preferred stock and to determine the price and other terms of those shares, which could be used to thwart a takeover attempt.
|
•
|
Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.
|
•
|
A limitation that, generally, stockholder action may only be taken at an annual or special meeting or by unanimous written consent.
|
•
|
A requirement that a special meeting of stockholders may be called only by our board of directors or our Chairman and Chief Executive Officer, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.
|
•
|
The ability of our board of directors to adopt, amend and repeal our amended and restated bylaws by majority vote, while such action by stockholders would require a super majority vote, which makes it more difficult for stockholders to change certain provisions described above.
|
•
|
Except with respect to awards held by our named executive officers, single trigger vesting upon a change in control for all unvested employee equity awards, including all unvested equity awards held by investment team members. Prior to February 2019, our awards generally included double-trigger vesting upon a change in control.
|
|
For the years ended December 31,
|
||||
|
2014
|
2015
|
2016
|
2017
|
2018
|
Artisan Partners Asset Management, Inc.
|
$82.89
|
$63.84
|
$58.44
|
$84.78
|
$52.46
|
S&P 500 Index
|
$113.69
|
$115.26
|
$129.05
|
$157.22
|
$150.33
|
Dow Jones U.S. Asset Managers Index
|
$109.78
|
$98.61
|
$109.67
|
$142.19
|
$106.58
|
|
For the Years Ended December 31,
|
|||||
|
2018
|
2017
|
||||
|
(in millions)
|
|||||
For the quarter ended March 31
|
$
|
68.3
|
|
$
|
38.2
|
|
For the quarter ended June 30
|
$
|
100.4
|
|
$
|
100.1
|
|
For the quarter ended September 30
|
$
|
72.5
|
|
$
|
77.2
|
|
For the quarter ending December 31
|
$
|
79.6
|
|
$
|
97.4
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in millions, except per-share data)
|
||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Management fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Artisan Funds & Artisan Global Funds
|
$
|
522.0
|
|
|
$
|
502.6
|
|
|
$
|
470.6
|
|
|
$
|
543.3
|
|
|
$
|
575.4
|
|
Separate accounts
|
303.6
|
|
|
292.7
|
|
|
249.2
|
|
|
260.4
|
|
|
252.3
|
|
|||||
Performance fees
|
3.0
|
|
|
0.3
|
|
|
1.1
|
|
|
1.8
|
|
|
1.0
|
|
|||||
Total revenues
|
$
|
828.6
|
|
|
$
|
795.6
|
|
|
$
|
720.9
|
|
|
$
|
805.5
|
|
|
$
|
828.7
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries, incentive compensation and benefits
|
413.2
|
|
|
390.2
|
|
|
355.8
|
|
|
372.2
|
|
|
350.3
|
|
|||||
Pre-offering related compensation-share-based awards
|
—
|
|
|
12.7
|
|
|
28.1
|
|
|
42.1
|
|
|
64.7
|
|
|||||
Total compensation and benefits
|
413.2
|
|
|
402.9
|
|
|
383.9
|
|
|
414.3
|
|
|
415.0
|
|
|||||
Distribution, servicing and marketing
|
26.5
|
|
|
29.6
|
|
|
32.5
|
|
|
43.6
|
|
|
49.1
|
|
|||||
Occupancy
|
18.7
|
|
|
14.5
|
|
|
13.1
|
|
|
12.5
|
|
|
11.3
|
|
|||||
Communication and technology
|
37.2
|
|
|
34.1
|
|
|
32.2
|
|
|
25.5
|
|
|
21.0
|
|
|||||
General and administrative
|
28.1
|
|
|
28.1
|
|
|
25.0
|
|
|
27.2
|
|
|
25.4
|
|
|||||
Total operating expenses
|
523.7
|
|
|
509.2
|
|
|
486.7
|
|
|
523.1
|
|
|
521.8
|
|
|||||
Operating income (loss)
|
304.9
|
|
|
286.4
|
|
|
234.2
|
|
|
282.4
|
|
|
306.9
|
|
|||||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
(11.2
|
)
|
|
(11.4
|
)
|
|
(11.7
|
)
|
|
(11.7
|
)
|
|
(11.6
|
)
|
|||||
Net investment income (loss)
|
2.1
|
|
|
1.1
|
|
|
1.3
|
|
|
0.4
|
|
|
0.4
|
|
|||||
Net investment gain (loss) of consolidated investment products
|
5.7
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net gain (loss) on the tax receivable agreements
|
0.3
|
|
|
290.9
|
|
|
0.7
|
|
|
(12.2
|
)
|
|
(4.2
|
)
|
|||||
Total non-operating income (expense)
|
(3.1
|
)
|
|
284.8
|
|
|
(9.7
|
)
|
|
(23.5
|
)
|
|
(15.4
|
)
|
|||||
Income (loss) before income taxes
|
301.8
|
|
|
571.2
|
|
|
224.5
|
|
|
258.9
|
|
|
291.5
|
|
|||||
Provision for income taxes
|
47.6
|
|
|
420.5
|
|
|
51.5
|
|
|
46.8
|
|
|
48.8
|
|
|||||
Net income (loss) before noncontrolling interests
|
254.2
|
|
|
150.7
|
|
|
173.0
|
|
|
212.1
|
|
|
242.7
|
|
|||||
Less: Net income (loss) attributable to noncontrolling interests-Artisan Partners Holdings LP
|
91.1
|
|
|
99.0
|
|
|
100.0
|
|
|
130.3
|
|
|
173.1
|
|
|||||
Less: Net income attributable to noncontrolling interests - consolidated investment products
|
4.8
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to Artisan Partners Asset Management Inc.
|
$
|
158.3
|
|
|
$
|
49.6
|
|
|
$
|
73.0
|
|
|
$
|
81.8
|
|
|
$
|
69.6
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per basic and diluted common share
|
$
|
2.84
|
|
|
$
|
0.75
|
|
|
$
|
1.57
|
|
|
$
|
1.86
|
|
|
$
|
(0.37
|
)
|
Weighted average basic and diluted common shares outstanding
|
48.9
|
|
|
44.6
|
|
|
38.1
|
|
|
35.4
|
|
|
27.5
|
|
|||||
Dividends declared per Class A common share
|
$
|
3.19
|
|
|
$
|
2.76
|
|
|
$
|
2.80
|
|
|
$
|
3.35
|
|
|
$
|
3.83
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(dollars in millions)
|
||||||||||||||||||
Net income attributable to Artisan Partners Asset Management Inc. (GAAP)
|
$
|
158.3
|
|
|
$
|
49.6
|
|
|
$
|
73.0
|
|
|
$
|
81.8
|
|
|
$
|
69.6
|
|
Adjusted net income (Non-GAAP)
|
$
|
226.1
|
|
|
$
|
182.1
|
|
|
$
|
158.7
|
|
|
$
|
197.3
|
|
|
$
|
228.9
|
|
Operating income (GAAP)
|
$
|
304.9
|
|
|
$
|
286.4
|
|
|
$
|
234.2
|
|
|
$
|
282.4
|
|
|
$
|
306.9
|
|
Adjusted operating income (Non-GAAP)
|
$
|
304.9
|
|
|
$
|
299.1
|
|
|
$
|
262.3
|
|
|
$
|
324.5
|
|
|
$
|
371.7
|
|
Operating margin (GAAP)
|
36.8
|
%
|
|
36.0
|
%
|
|
32.5
|
%
|
|
35.1
|
%
|
|
37.0
|
%
|
|||||
Adjusted operating margin (Non-GAAP)
|
36.8
|
%
|
|
37.6
|
%
|
|
36.4
|
%
|
|
40.3
|
%
|
|
44.9
|
%
|
•
|
Our investment teams continued to generate strong absolute and relative investment returns for clients and investors. Net of fees, 15 of our 17 strategies have generated meaningful out-performance relative to their broad-based benchmarks since inception.
|
•
|
We recruited Rezo Kanovich and re-configured the Non-U.S. Small-Cap Growth strategy into the Non-U.S. Small-Mid Growth strategy to give Mr. Kanovich and his analysts greater degrees of freedom.
|
•
|
We evolved the Global Value Team into two distinct and autonomous investment teams — the International Value team led by David Samra and the Global Value team led by Daniel O’Keefe.
|
•
|
We earned $828.6 million in revenue, an increase of 4% compared to the prior year.
|
•
|
Our GAAP operating margin was 36.8% compared to 36.0% in 2017. Adjusted operating margin was 36.8%, down slightly from 37.6% in 2017 as we reinvested in talent, technology and resources, and new investment strategies.
|
•
|
We generated $2.84 of earning per basic and diluted share and $2.94 of adjusted EPS. We declared and distributed dividends of $3.19 per share of Class A common stock during 2018, and have declared a total of $3.39 of dividends with respect to 2018.
|
|
For the Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
S&P 500 total returns
|
(4.4
|
)%
|
|
21.8
|
%
|
|
12.0
|
%
|
MSCI All Country World total returns
|
(9.4
|
)%
|
|
24.0
|
%
|
|
7.9
|
%
|
MSCI EAFE total returns
|
(13.8
|
)%
|
|
25.0
|
%
|
|
1.0
|
%
|
Russell Midcap® total returns
|
(9.1
|
)%
|
|
18.5
|
%
|
|
13.8
|
%
|
MSCI Emerging Markets Index
|
(14.6
|
)%
|
|
37.3
|
%
|
|
11.2
|
%
|
ICE BofA Merrill Lynch U.S. High Yield Master II Total Return Index
|
(2.3
|
)%
|
|
7.5
|
%
|
|
17.5
|
%
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(dollars in millions)
|
||||||||||
Assets under management at period end
|
$
|
96,224
|
|
|
$
|
115,494
|
|
|
$
|
96,845
|
|
Average assets under management(1)
|
$
|
113,769
|
|
|
$
|
108,754
|
|
|
$
|
96,281
|
|
Net client cash flows
|
$
|
(7,419
|
)
|
|
$
|
(5,408
|
)
|
|
$
|
(4,824
|
)
|
Total revenues
|
$
|
829
|
|
|
$
|
796
|
|
|
$
|
721
|
|
Weighted average fee(2)
|
72.9 bps
|
|
|
73.1 bps
|
|
|
74.8 bps
|
|
|||
Operating margin
|
36.8
|
%
|
|
36.0
|
%
|
|
32.5
|
%
|
|||
Adjusted operating margin(3)
|
36.8
|
%
|
|
37.6
|
%
|
|
36.4
|
%
|
|||
(1) We compute average assets under management by averaging day-end assets under management for the applicable period.
|
|||||||||||
(2) We compute our weighted average fee by dividing annualized investment management fees and performance fees by average assets under management for the applicable period.
|
|||||||||||
(3) Adjusted measures are non-GAAP measures and are explained and reconciled to the comparable GAAP measures in “-Supplemental Non-GAAP Financial Information” below.
|
•
|
investment performance, including fluctuations in both the financial markets and foreign currency exchange rates and the quality of our investment decisions;
|
•
|
flows of client assets into and out of our various strategies and investment vehicles;
|
•
|
our decision to close strategies or limit the growth of assets in a strategy or a vehicle when we believe it is in the best interest of our clients; as well as our decision to re-open strategies, in part or entirely;
|
•
|
our ability to attract and retain qualified investment, management, and marketing and client service professionals;
|
•
|
industry trends towards products, strategies, vehicles or services that we do not offer;
|
•
|
competitive conditions in the investment management and broader financial services sectors; and
|
•
|
investor sentiment and confidence.
|
(2) Effective December 4, 2018, the Non-U.S. Small-Cap Growth strategy was re-named the Non-U.S. Small-Mid Growth strategy and the strategy was given increased degrees of freedom to invest in both small and mid-cap companies around the world. In connection with that change, the strategy’s prior composite was terminated and a new composite began on January 1, 2019. Consequently, historical performance information has been omitted from this presentation.
|
|||||||||||||
(3) Effective October 1, 2018, the Global Value Team became two distinct and autonomous investment teams, the International Value Team and Global Value Team.
|
|||||||||||||
(4) Other Assets Under Management includes AUM managed by the Credit Team in the Credit Opportunities strategy and by the Thematic Team in the Thematic Long/Short strategy, respectively. Strategy specific information has been omitted.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Management fees
|
|
|
|
|
|
||||||
Artisan Funds & Artisan Global Funds
|
$
|
522.0
|
|
|
$
|
502.6
|
|
|
$
|
470.6
|
|
Separate accounts
|
303.6
|
|
|
292.7
|
|
|
249.2
|
|
|||
Performance fees
|
3.0
|
|
|
0.3
|
|
|
1.1
|
|
|||
Total revenues
|
$
|
828.6
|
|
|
$
|
795.6
|
|
|
$
|
720.9
|
|
Average assets under management for period
|
$
|
113,769
|
|
|
$
|
108,754
|
|
|
$
|
96,281
|
|
•
|
variations in the level of total compensation expense due to, among other things, incentive compensation, equity awards, changes in our employee count (including the addition of new investment teams) and product mix and competitive factors; and
|
•
|
expenses, such as distribution fees, rent, professional service fees, technology and data-related costs, incurred, as necessary, to operate and grow our business.
|
|
For the Years Ended December 31,
|
|
Period-to-Period
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Statements of operations data:
|
(in millions, except share and per-share data)
|
|||||||||||||
Revenues
|
$
|
828.6
|
|
|
$
|
795.6
|
|
|
$
|
33.0
|
|
|
4
|
%
|
Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Total compensation and benefits
|
413.2
|
|
|
402.9
|
|
|
10.3
|
|
|
3
|
%
|
|||
Other operating expenses
|
110.5
|
|
|
106.3
|
|
|
4.2
|
|
|
4
|
%
|
|||
Total operating expenses
|
523.7
|
|
|
509.2
|
|
|
14.5
|
|
|
3
|
%
|
|||
Total operating income
|
304.9
|
|
|
286.4
|
|
|
18.5
|
|
|
6
|
%
|
|||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(11.2
|
)
|
|
(11.4
|
)
|
|
0.2
|
|
|
2
|
%
|
|||
Other non-operating income
|
8.1
|
|
|
296.2
|
|
|
(288.1
|
)
|
|
(97
|
)%
|
|||
Total non-operating income (expense)
|
(3.1
|
)
|
|
284.8
|
|
|
(287.9
|
)
|
|
(101
|
)%
|
|||
Income before income taxes
|
301.8
|
|
|
571.2
|
|
|
(269.4
|
)
|
|
(47
|
)%
|
|||
Provision for income taxes
|
47.6
|
|
|
420.5
|
|
|
(372.9
|
)
|
|
(89
|
)%
|
|||
Net income before noncontrolling interests
|
254.2
|
|
|
150.7
|
|
|
103.5
|
|
|
69
|
%
|
|||
Less: Noncontrolling interests - Artisan Partners Holdings
|
91.1
|
|
|
99.0
|
|
|
(7.9
|
)
|
|
(8
|
)%
|
|||
Less: Noncontrolling interests - consolidated investment products
|
4.8
|
|
|
2.1
|
|
|
2.7
|
|
|
129
|
%
|
|||
Net income attributable to Artisan Partners Asset Management Inc.
|
$
|
158.3
|
|
|
$
|
49.6
|
|
|
$
|
108.7
|
|
|
219
|
%
|
Share Data
|
|
|
|
|
|
|
|
|||||||
Basic and diluted earnings per share
|
$
|
2.84
|
|
|
$
|
0.75
|
|
|
|
|
|
|||
Basic and diluted weighted average number of common shares outstanding
|
48,862,435
|
|
|
44,647,318
|
|
|
|
|
|
|
Separate Accounts
|
|
Artisan Funds and Artisan Global Funds
|
||||||||||||
For the Years Ended December 31,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(dollars in millions)
|
||||||||||||||
Investment management fees
|
$
|
306.6
|
|
|
$
|
293.0
|
|
|
$
|
522.0
|
|
|
$
|
502.6
|
|
Weighted average fee
|
53.8 basis points
|
|
|
54.0 basis points
|
|
|
91.9 basis points
|
|
|
92.1 basis points
|
|
||||
Percentage of ending AUM
|
52
|
%
|
|
50
|
%
|
|
48
|
%
|
|
50
|
%
|
|
For the Years Ended December 31,
|
|
Period-to-Period
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Salaries, incentive compensation and benefits (1)
|
$
|
360.3
|
|
|
$
|
341.1
|
|
|
$
|
19.2
|
|
|
6
|
%
|
Restricted share-based award compensation expense
|
52.9
|
|
|
49.1
|
|
|
3.8
|
|
|
8
|
%
|
|||
Total salaries, incentive compensation and benefits
|
413.2
|
|
|
390.2
|
|
|
23.0
|
|
|
6
|
%
|
|||
Pre-offering related compensation - share-based awards
|
—
|
|
|
12.7
|
|
|
(12.7
|
)
|
|
(100
|
)%
|
|||
Total compensation and benefits
|
$
|
413.2
|
|
|
$
|
402.9
|
|
|
$
|
10.3
|
|
|
3
|
%
|
(1) Excluding restricted share-based award compensation expense
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
Period-to-Period
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Interest expense
|
$
|
(11.2
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
0.2
|
|
|
2
|
%
|
Net investment gain (loss) of consolidated investment products
|
5.7
|
|
|
4.2
|
|
|
1.5
|
|
|
36
|
%
|
|||
Net investment income
|
2.1
|
|
|
1.1
|
|
|
1.0
|
|
|
91
|
%
|
|||
Net gain (loss) on the tax receivable agreements
|
0.3
|
|
|
290.9
|
|
|
(290.6
|
)
|
|
(100
|
)%
|
|||
Total non-operating income (expense)
|
$
|
(3.1
|
)
|
|
$
|
284.8
|
|
|
$
|
(287.9
|
)
|
|
(101
|
)%
|
|
For the Years Ended December 31,
|
|
For the Period-to-Period
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Statements of operations data:
|
(in millions, except share and per-share data)
|
|||||||||||||
Revenues
|
$
|
795.6
|
|
|
$
|
720.9
|
|
|
$
|
74.7
|
|
|
10
|
%
|
Operating Expenses
|
|
|
|
|
|
|
|
|||||||
Total compensation and benefits
|
402.9
|
|
|
383.9
|
|
|
19.0
|
|
|
5
|
%
|
|||
Other operating expenses
|
106.3
|
|
|
102.8
|
|
|
3.5
|
|
|
3
|
%
|
|||
Total operating expenses
|
509.2
|
|
|
486.7
|
|
|
22.5
|
|
|
5
|
%
|
|||
Total operating income
|
286.4
|
|
|
234.2
|
|
|
52.2
|
|
|
22
|
%
|
|||
Non-operating income (expense)
|
|
|
|
|
|
|
|
|||||||
Interest expense
|
(11.4
|
)
|
|
(11.7
|
)
|
|
0.3
|
|
|
3
|
%
|
|||
Other non-operating income
|
296.2
|
|
|
2.0
|
|
|
294.2
|
|
|
14,710
|
%
|
|||
Total non-operating income (expense)
|
284.8
|
|
|
(9.7
|
)
|
|
294.5
|
|
|
3,036
|
%
|
|||
Income before income taxes
|
571.2
|
|
|
224.5
|
|
|
346.7
|
|
|
154
|
%
|
|||
Provision for income taxes
|
420.5
|
|
|
51.5
|
|
|
369.0
|
|
|
717
|
%
|
|||
Net income before noncontrolling interests
|
150.7
|
|
|
173.0
|
|
|
(22.3
|
)
|
|
(13
|
)%
|
|||
Less: Noncontrolling interests - Artisan Partners Holdings
|
99.0
|
|
|
100.0
|
|
|
(1.0
|
)
|
|
(1
|
)%
|
|||
Less: Noncontrolling interests - consolidated investment products
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
100
|
%
|
Net income attributable to Artisan Partners Asset Management Inc.
|
$
|
49.6
|
|
|
$
|
73.0
|
|
|
$
|
(23.4
|
)
|
|
(32
|
)%
|
Share Data
|
|
|
|
|
|
|
|
|||||||
Basic and diluted earnings per share
|
$
|
0.75
|
|
|
$
|
1.57
|
|
|
|
|
|
|||
Basic and diluted weighted average number of common shares outstanding
|
44,647,318
|
|
|
38,137,810
|
|
|
|
|
|
|
Separate Accounts
|
|
Artisan Funds and Artisan Global Funds
|
||||||||||||
For the Years Ended December 31,
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(dollars in millions)
|
||||||||||||||
Investment management fees
|
$
|
293.0
|
|
|
$
|
250.3
|
|
|
$
|
502.6
|
|
|
$
|
470.6
|
|
Weighted average fee
|
54.0 basis points
|
|
|
55.0 basis points
|
|
|
92.1 basis points
|
|
|
92.4 basis points
|
|
||||
Percentage of ending AUM
|
50
|
%
|
|
49
|
%
|
|
50
|
%
|
|
51
|
%
|
|
For the Years Ended December 31,
|
|
Period-to-Period
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
(in millions)
|
|
|
|||||||||||
Salaries, incentive compensation and benefits (1)
|
$
|
341.1
|
|
|
$
|
312.6
|
|
|
$
|
28.5
|
|
|
9
|
%
|
Restricted share-based award compensation expense
|
49.1
|
|
|
43.2
|
|
|
5.9
|
|
|
14
|
%
|
|||
Total salaries, incentive compensation and benefits
|
390.2
|
|
|
355.8
|
|
|
34.4
|
|
|
10
|
%
|
|||
Pre-offering related compensation - share-based awards
|
12.7
|
|
|
28.1
|
|
|
(15.4
|
)
|
|
(55
|
)%
|
|||
Total compensation and benefits
|
$
|
402.9
|
|
|
$
|
383.9
|
|
|
$
|
19.0
|
|
|
5
|
%
|
(1) Excluding restricted share-based award compensation expense
|
|
|
|
|
|
|
|
•
|
Adjusted net income represents net income excluding the impact of (1) pre-offering related compensation, (2) net gain (loss) on the tax receivable agreements (if any), (3) net investment gain (loss) of investment products, and (4) the adjustment to deferred taxes as a result of Tax Reform. Adjusted net income also reflects income taxes assuming the vesting of all unvested Class A share-based awards and as if all outstanding limited partnership units of Artisan Partners Holdings had been exchanged for Class A common stock of APAM on a one-for-one basis. Assuming full vesting and exchange, all income of Artisan Partners Holdings is treated as if it were allocated to APAM, and the adjusted provision for income taxes represents an estimate of income tax expense at an effective rate reflecting assumed federal, state, and local income taxes. The estimated adjusted effective tax rate was 23.5% for the year ended December 31, 2018, and 37.0% for the years ended December 31, 2017 and 2016.
|
•
|
Adjusted net income per adjusted share is calculated by dividing adjusted net income by adjusted shares. The number of adjusted shares is derived by assuming the vesting of all unvested Class A share-based awards and the exchange of all outstanding limited partnership units of Artisan Partners Holdings for Class A common stock of APAM on a one-for-one basis.
|
•
|
Adjusted operating income represents the operating income of the consolidated company excluding pre-offering related compensation.
|
•
|
Adjusted operating margin is calculated by dividing adjusted operating income by total revenues.
|
•
|
Adjusted EBITDA represents adjusted net income before interest expense, income taxes, depreciation and amortization expense.
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share data)
|
||||||||||
Reconciliation of non-GAAP financial measures:
|
|
|
|
|
|
||||||
Net income attributable to Artisan Partners Asset Management Inc. (GAAP)
|
$
|
158.3
|
|
|
$
|
49.6
|
|
|
$
|
73.0
|
|
Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings
|
91.1
|
|
|
99.0
|
|
|
100.0
|
|
|||
Add back: Provision for income taxes
|
47.6
|
|
|
420.5
|
|
|
51.5
|
|
|||
Add back: Pre-offering related compensation - share-based awards
|
—
|
|
|
12.7
|
|
|
28.1
|
|
|||
Add back: Net (gain) loss on the tax receivable agreements
|
(0.3
|
)
|
|
(290.9
|
)
|
|
(0.7
|
)
|
|||
Add back: Net investment (gain) loss of investment products attributable to APAM
|
(1.1
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||
Less: Adjusted provision for income taxes
|
69.5
|
|
|
106.9
|
|
|
93.2
|
|
|||
Adjusted net income (Non-GAAP)
|
$
|
226.1
|
|
|
$
|
182.1
|
|
|
$
|
158.7
|
|
|
|
|
|
|
|
||||||
Average shares outstanding
|
|
|
|
|
|
||||||
Class A common shares
|
48.9
|
|
|
44.6
|
|
|
38.1
|
|
|||
Assumed vesting or exchange of:
|
|
|
|
|
|
||||||
Unvested Class A restricted share-based awards
|
4.8
|
|
|
4.2
|
|
|
3.6
|
|
|||
Artisan Partners Holdings units outstanding (noncontrolling interest)
|
23.3
|
|
|
26.8
|
|
|
32.8
|
|
|||
Adjusted shares
|
77.0
|
|
|
75.6
|
|
|
74.5
|
|
|||
|
|
|
|
|
|
||||||
Basic and diluted earnings per share (GAAP)
|
$
|
2.84
|
|
|
$
|
0.75
|
|
|
$
|
1.57
|
|
Adjusted net income per adjusted share (Non-GAAP)
|
$
|
2.94
|
|
|
$
|
2.41
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
||||||
Operating income (GAAP)
|
$
|
304.9
|
|
|
$
|
286.4
|
|
|
$
|
234.2
|
|
Add back: Pre-offering related compensation - share-based awards
|
—
|
|
|
12.7
|
|
|
28.1
|
|
|||
Adjusted operating income (Non-GAAP)
|
$
|
304.9
|
|
|
$
|
299.1
|
|
|
$
|
262.3
|
|
|
|
|
|
|
|
||||||
Operating margin (GAAP)
|
36.8
|
%
|
|
36.0
|
%
|
|
32.5
|
%
|
|||
Adjusted operating margin (Non-GAAP)
|
36.8
|
%
|
|
37.6
|
%
|
|
36.4
|
%
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Artisan Partners Asset Management Inc. (GAAP)
|
$
|
158.3
|
|
|
$
|
49.6
|
|
|
$
|
73.0
|
|
Add back: Net income attributable to noncontrolling interests - Artisan Partners Holdings
|
91.1
|
|
|
99.0
|
|
|
100.0
|
|
|||
Add back: Pre-offering related compensation - share-based awards
|
—
|
|
|
12.7
|
|
|
28.1
|
|
|||
Add back: Net (gain) loss on the tax receivable agreements
|
(0.3
|
)
|
|
(290.9
|
)
|
|
(0.7
|
)
|
|||
Add back: Net investment (gain) loss of investment products attributable to APAM
|
(1.1
|
)
|
|
(1.9
|
)
|
|
—
|
|
|||
Add back: Interest expense
|
11.2
|
|
|
11.4
|
|
|
11.7
|
|
|||
Add back: Provision for income taxes
|
47.6
|
|
|
420.5
|
|
|
51.5
|
|
|||
Add back: Depreciation and amortization
|
5.7
|
|
|
5.3
|
|
|
5.2
|
|
|||
Adjusted EBITDA (Non-GAAP)
|
$
|
312.5
|
|
|
$
|
305.7
|
|
|
$
|
268.8
|
|
•
|
leverage ratio (calculated as the ratio of consolidated total indebtedness on any date to consolidated EBITDA for the period of four consecutive fiscal quarters ended on or prior to such date) cannot exceed 3.00 to 1.00 (Artisan Partners Holdings’ leverage ratio for the year ended December 31, 2018 was 0.5 to 1.00); and
|
•
|
interest coverage ratio (calculated as the ratio of consolidated EBITDA for any period of four consecutive fiscal quarters to consolidated interest expense for such period) cannot be less than 4.00 to 1.00 for such period (Artisan Partners Holdings’ interest coverage ratio for the year ended December 31, 2018 was 34.7 to 1.00).
|
|
For the Years Ended December 31,
|
||
|
2018
|
|
2017
|
|
(in millions)
|
||
Holdings Partnership Distributions to Limited Partners
|
$103.4
|
|
$115.8
|
Holdings Partnership Distributions to APAM
|
$217.4
|
|
$197.1
|
Total Holdings Partnership Distributions
|
$320.8
|
|
$312.9
|
Type of Dividend
|
|
Class of Stock
|
|
For the Years Ended December 31,
|
||
|
|
|
|
2018
|
|
2017
|
Quarterly
|
|
Common Class A
|
|
$2.40
|
|
$2.40
|
Special Annual
|
|
Common Class A
|
|
$0.79
|
|
$0.36
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Cash, cash equivalents and restricted cash as of January 1
|
$
|
159.8
|
|
|
$
|
157.4
|
|
|
$
|
167.1
|
|
Net cash provided by operating activities
|
333.3
|
|
|
226.0
|
|
|
270.4
|
|
|||
Net cash used in investing activities
|
(14.3
|
)
|
|
(4.7
|
)
|
|
(2.4
|
)
|
|||
Net cash used in financing activities
|
(263.5
|
)
|
|
(218.9
|
)
|
|
(277.7
|
)
|
|||
Net impact of deconsolidation of consolidated investment products
|
(39.8
|
)
|
|
—
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash as of December 31,
|
$
|
175.5
|
|
|
$
|
159.8
|
|
|
$
|
157.4
|
|
|
|
Index to Financial Statements:
|
Page
|
ARTISAN PARTNERS ASSET MANAGEMENT INC.
Consolidated Statements of Financial Condition
(U.S. dollars in thousands, except per share amounts)
|
|||||||
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|||||||
Cash and cash equivalents
|
$
|
160,463
|
|
|
$
|
137,286
|
|
Accounts receivable
|
67,691
|
|
|
76,693
|
|
||
Investment securities
|
18,109
|
|
|
4,978
|
|
||
Prepaid expenses
|
9,881
|
|
|
8,969
|
|
||
Property and equipment, net
|
29,138
|
|
|
21,025
|
|
||
Restricted cash
|
629
|
|
|
629
|
|
||
Deferred tax assets
|
429,128
|
|
|
429,212
|
|
||
Other
|
3,793
|
|
|
4,395
|
|
||
Assets of consolidated investment products
|
|
|
|
||||
Cash and cash equivalents
|
14,443
|
|
|
21,881
|
|
||
Accounts receivable and other
|
5,566
|
|
|
16,768
|
|
||
Investment assets, at fair value
|
66,173
|
|
|
115,319
|
|
||
Total assets
|
$
|
805,014
|
|
|
$
|
837,155
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
|
|||||||
Accounts payable, accrued expenses, and other
|
$
|
16,772
|
|
|
$
|
16,656
|
|
Accrued incentive compensation
|
12,689
|
|
|
2,911
|
|
||
Deferred lease obligations
|
10,449
|
|
|
6,363
|
|
||
Borrowings
|
199,296
|
|
|
199,129
|
|
||
Amounts payable under tax receivable agreements
|
369,355
|
|
|
385,413
|
|
||
Liabilities of consolidated investment products
|
|
|
|
||||
Accounts payable, accrued expenses, and other
|
4,712
|
|
|
8,180
|
|
||
Investment liabilities, at fair value
|
16,905
|
|
|
47,857
|
|
||
Total liabilities
|
$
|
630,178
|
|
|
$
|
666,509
|
|
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
34,349
|
|
|
62,581
|
|
||
Common stock
|
|
|
|
||||
Class A common stock ($0.01 par value per share, 500,000,000 shares authorized, 54,071,188 and 50,463,126 shares outstanding at December 31, 2018 and December 31, 2017, respectively)
|
541
|
|
|
505
|
|
||
Class B common stock ($0.01 par value per share, 200,000,000 shares authorized, 8,645,249 and 11,922,192 shares outstanding at December 31, 2018 and December 31, 2017, respectively)
|
86
|
|
|
119
|
|
||
Class C common stock ($0.01 par value per share, 400,000,000 shares authorized, 14,226,435 and 13,184,527 shares outstanding at December 31, 2018 and December 31, 2017, respectively)
|
142
|
|
|
132
|
|
||
Additional paid-in capital
|
97,553
|
|
|
147,910
|
|
||
Retained earnings (deficit)
|
38,617
|
|
|
(37,870
|
)
|
||
Accumulated other comprehensive income (loss)
|
(1,895
|
)
|
|
(873
|
)
|
||
Total Artisan Partners Asset Management Inc. stockholders’ equity
|
135,044
|
|
|
109,923
|
|
||
Noncontrolling interest - Artisan Partners Holdings
|
5,443
|
|
|
(1,858
|
)
|
||
Total stockholders’ equity
|
$
|
140,487
|
|
|
$
|
108,065
|
|
Total liabilities, redeemable noncontrolling interests, and stockholders’ equity
|
$
|
805,014
|
|
|
$
|
837,155
|
|
ARTISAN PARTNERS ASSET MANAGEMENT INC.
Consolidated Statements of Operations
(U.S. dollars in thousands, except per share amounts)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
||||||
Management fees
|
$
|
825,679
|
|
|
$
|
795,276
|
|
|
$
|
719,778
|
|
Performance fees
|
2,956
|
|
|
348
|
|
|
1,081
|
|
|||
Total revenues
|
$
|
828,635
|
|
|
$
|
795,624
|
|
|
$
|
720,859
|
|
Operating Expenses
|
|
|
|
|
|
||||||
Compensation and benefits
|
|
|
|
|
|
||||||
Salaries, incentive compensation and benefits
|
413,166
|
|
|
390,202
|
|
|
355,835
|
|
|||
Pre-offering related compensation - share-based awards
|
—
|
|
|
12,678
|
|
|
28,080
|
|
|||
Total compensation and benefits
|
413,166
|
|
|
402,880
|
|
|
383,915
|
|
|||
Distribution, servicing and marketing
|
26,561
|
|
|
29,620
|
|
|
32,516
|
|
|||
Occupancy
|
18,700
|
|
|
14,490
|
|
|
13,076
|
|
|||
Communication and technology
|
37,164
|
|
|
34,073
|
|
|
32,125
|
|
|||
General and administrative
|
28,103
|
|
|
28,150
|
|
|
24,993
|
|
|||
Total operating expenses
|
523,694
|
|
|
509,213
|
|
|
486,625
|
|
|||
Total operating income
|
304,941
|
|
|
286,411
|
|
|
234,234
|
|
|||
Non-operating income (expense)
|
|
|
|
|
|
||||||
Interest expense
|
(11,223
|
)
|
|
(11,449
|
)
|
|
(11,653
|
)
|
|||
Net investment gain (loss) of consolidated investment products
|
5,721
|
|
|
4,241
|
|
|
—
|
|
|||
Net investment income
|
2,098
|
|
|
1,123
|
|
|
1,253
|
|
|||
Net gain (loss) on the tax receivable agreements
|
251
|
|
|
290,919
|
|
|
650
|
|
|||
Total non-operating income (expense)
|
(3,153
|
)
|
|
284,834
|
|
|
(9,750
|
)
|
|||
Income before income taxes
|
301,788
|
|
|
571,245
|
|
|
224,484
|
|
|||
Provision for income taxes
|
47,598
|
|
|
420,508
|
|
|
51,483
|
|
|||
Net income before noncontrolling interests
|
254,190
|
|
|
150,737
|
|
|
173,001
|
|
|||
Less: Net income attributable to noncontrolling interests - Artisan Partners Holdings
|
91,054
|
|
|
99,038
|
|
|
99,971
|
|
|||
Less: Net income attributable to noncontrolling interests - consolidated investment products
|
4,827
|
|
|
2,100
|
|
|
—
|
|
|||
Net income attributable to Artisan Partners Asset Management Inc.
|
$
|
158,309
|
|
|
$
|
49,599
|
|
|
$
|
73,030
|
|
|
|
|
|
|
|
||||||
Basic and diluted earnings per share
|
$
|
2.84
|
|
|
$
|
0.75
|
|
|
$
|
1.57
|
|
Basic and diluted weighted average number of common shares outstanding
|
48,862,435
|
|
|
44,647,318
|
|
|
38,137,810
|
|
|||
Dividends declared per Class A common share
|
$
|
3.19
|
|
|
$
|
2.76
|
|
|
$
|
2.80
|
|
ARTISAN PARTNERS ASSET MANAGEMENT INC.
Consolidated Statements of Comprehensive Income
(U.S. dollars in thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income before noncontrolling interests
|
$
|
254,190
|
|
|
$
|
150,737
|
|
|
$
|
173,001
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investment securities:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on investment securities, net of tax of $0, $131 and ($20), respectively
|
—
|
|
|
542
|
|
|
974
|
|
|||
Less: reclassification adjustment for net gains included in net income
|
—
|
|
|
159
|
|
|
1,073
|
|
|||
Net unrealized gain (loss) on investment securities
|
—
|
|
|
383
|
|
|
(99
|
)
|
|||
Foreign currency translation gain (loss)
|
(1,002
|
)
|
|
1,277
|
|
|
(2,130
|
)
|
|||
Total other comprehensive income (loss)
|
(1,002
|
)
|
|
1,660
|
|
|
(2,229
|
)
|
|||
Comprehensive income
|
253,188
|
|
|
152,397
|
|
|
170,772
|
|
|||
Comprehensive income attributable to noncontrolling interests - Artisan Partners Holdings
|
90,816
|
|
|
99,922
|
|
|
99,015
|
|
|||
Comprehensive income attributable to noncontrolling interests - consolidated investment products
|
4,827
|
|
|
2,100
|
|
|
—
|
|
|||
Comprehensive income attributable to Artisan Partners Asset Management Inc.
|
$
|
157,545
|
|
|
$
|
50,375
|
|
|
$
|
71,757
|
|
ARTISAN PARTNERS ASSET MANAGEMENT INC.
Consolidated Statements of Changes in Stockholders’ Equity, continued
(U.S. dollars in thousands)
|
|||||||||||||||||||||||||||
|
Class A Common Stock
|
Class B Common Stock
|
Class C Common Stock
|
Additional Paid-in Capital
|
Retained Earnings (Deficit)
|
Accumulated Other Comprehensive Income (Loss)
|
Noncontrolling interest - Artisan Partners Holdings
|
Total stockholders’ equity
|
Redeemable non-controlling interest
|
||||||||||||||||||
Balance at January 1, 2018
|
$
|
505
|
|
$
|
119
|
|
$
|
132
|
|
$
|
147,910
|
|
$
|
(37,870
|
)
|
$
|
(873
|
)
|
$
|
(1,858
|
)
|
$
|
108,065
|
|
$
|
62,581
|
|
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
158,309
|
|
—
|
|
91,054
|
|
249,363
|
|
4,827
|
|
|||||||||
Other comprehensive income - foreign currency translation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(717
|
)
|
(285
|
)
|
(1,002
|
)
|
—
|
|
|||||||||
Other comprehensive income - available for sale investments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
358
|
|
(260
|
)
|
—
|
|
98
|
|
—
|
|
|||||||||
Cumulative impact of changes in ownership of Artisan Partners Holdings LP, net of tax
|
—
|
|
—
|
|
—
|
|
(4,878
|
)
|
—
|
|
(45
|
)
|
4,923
|
|
—
|
|
—
|
|
|||||||||
Amortization of equity-based compensation
|
—
|
|
—
|
|
—
|
|
37,589
|
|
—
|
|
—
|
|
15,965
|
|
53,554
|
|
—
|
|
|||||||||
Deferred tax assets, net of amounts payable under tax receivable agreements
|
—
|
|
—
|
|
—
|
|
4,376
|
|
—
|
|
—
|
|
—
|
|
4,376
|
|
—
|
|
|||||||||
Issuance of Class A common stock, net of issuance costs
|
6
|
|
—
|
|
—
|
|
21,283
|
|
—
|
|
—
|
|
—
|
|
21,289
|
|
—
|
|
|||||||||
Forfeitures and employee/partner terminations
|
5
|
|
(20
|
)
|
15
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Issuance of restricted stock awards
|
15
|
|
—
|
|
—
|
|
(15
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Employee net share settlement
|
(2
|
)
|
—
|
|
—
|
|
(1,742
|
)
|
—
|
|
—
|
|
(820
|
)
|
(2,564
|
)
|
—
|
|
|||||||||
Exchange of subsidiary equity
|
12
|
|
(7
|
)
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Purchase of equity and subsidiary equity
|
—
|
|
(6
|
)
|
—
|
|
(21,472
|
)
|
—
|
|
—
|
|
—
|
|
(21,478
|
)
|
—
|
|
|||||||||
Capital contributions, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
46,572
|
|
|||||||||
Impact of deconsolidation of CIPs
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(79,631
|
)
|
|||||||||
Distributions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(103,434
|
)
|
(103,434
|
)
|
—
|
|
|||||||||
Dividends
|
—
|
|
—
|
|
—
|
|
(85,498
|
)
|
(82,180
|
)
|
—
|
|
(102
|
)
|
(167,780
|
)
|
—
|
|
|||||||||
Balance at December 31, 2018
|
$
|
541
|
|
$
|
86
|
|
$
|
142
|
|
$
|
97,553
|
|
$
|
38,617
|
|
$
|
(1,895
|
)
|
$
|
5,443
|
|
$
|
140,487
|
|
$
|
34,349
|
|
ARTISAN PARTNERS ASSET MANAGEMENT INC.
Consolidated Statements of Cash Flows, continued
(U.S. dollars in thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Partnership distributions
|
(103,434
|
)
|
|
(115,804
|
)
|
|
(133,876
|
)
|
|||
Dividends paid
|
(167,780
|
)
|
|
(131,021
|
)
|
|
(115,384
|
)
|
|||
Payment of debt issuance costs
|
—
|
|
|
(512
|
)
|
|
—
|
|
|||
Proceeds from issuance of notes payable
|
—
|
|
|
60,000
|
|
|
—
|
|
|||
Principal payments on notes payable
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
|||
Payment under the tax receivable agreements
|
(36,111
|
)
|
|
(30,234
|
)
|
|
(27,685
|
)
|
|||
Net proceeds from issuance of common stock
|
21,478
|
|
|
162,494
|
|
|
—
|
|
|||
Payment of costs directly associated with the issuance of Class A common stock
|
(166
|
)
|
|
(294
|
)
|
|
—
|
|
|||
Purchase of equity and subsidiary equity
|
(21,478
|
)
|
|
(162,494
|
)
|
|
—
|
|
|||
Taxes paid related to employee net share settlement
|
(2,564
|
)
|
|
(1,477
|
)
|
|
(762
|
)
|
|||
Capital contributions to consolidated investment products
|
46,572
|
|
|
60,481
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(263,483
|
)
|
|
(218,861
|
)
|
|
(277,707
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
55,498
|
|
|
2,390
|
|
|
(9,676
|
)
|
|||
Net cash impact of deconsolidation of CIPs
|
(39,759
|
)
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Beginning of period
|
159,796
|
|
|
157,406
|
|
|
167,082
|
|
|||
End of period
|
$
|
175,535
|
|
|
$
|
159,796
|
|
|
$
|
157,406
|
|
|
|
|
|
|
|
||||||
Cash, cash equivalents and restricted cash as of the end of the period
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
160,463
|
|
|
$
|
137,286
|
|
|
$
|
156,777
|
|
Restricted cash
|
629
|
|
|
629
|
|
|
629
|
|
|||
Cash and cash equivalents of consolidated investment products
|
14,443
|
|
|
21,881
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash
|
$
|
175,535
|
|
|
$
|
159,796
|
|
|
$
|
157,406
|
|
|
|
|
|
|
|
||||||
Supplementary information
|
|
|
|
|
|
||||||
Noncash activity:
|
|
|
|
|
|
||||||
Establishment of deferred tax assets
|
$
|
24,679
|
|
|
$
|
146,241
|
|
|
$
|
33,941
|
|
Establishment of amounts payable under tax receivable agreements
|
20,303
|
|
|
120,320
|
|
|
25,480
|
|
|||
Increase in investment securities due to deconsolidation of CIPs
|
11,381
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for:
|
|
|
|
|
|
||||||
Interest on borrowings
|
$
|
10,694
|
|
|
$
|
11,019
|
|
|
$
|
11,108
|
|
Income tax
|
20,731
|
|
|
25,296
|
|
|
18,621
|
|
•
|
APAM received 644,424 GP units of Holdings, which increased APAM’s ownership interest in Holdings. See Note 7, “Noncontrolling Interest - Holdings” for the financial statement impact of changes in ownership.
|
•
|
APAM’s purchase of common units of Holdings with the proceeds resulted in an increase to deferred tax assets and amounts payable under the tax receivable agreements. See Note 11, “Income Taxes and Related Payments”.
|
|
Total Common Units Exchanged
|
Class A Common Units
|
Class B Common Units
|
Class E Common Units
|
||||
Common units exchanged on March 1, 2018
|
958,288
|
|
499,222
|
|
449,066
|
|
10,000
|
|
Common units exchanged on April 2, 2018
|
452,628
|
|
—
|
|
—
|
|
452,628
|
|
Common units exchanged on May 9, 2018
|
62,000
|
|
—
|
|
57,000
|
|
5,000
|
|
Common units exchanged on August 8, 2018
|
66,000
|
|
—
|
|
50,000
|
|
16,000
|
|
Common units exchanged on November 7, 2018
|
51,695
|
|
—
|
|
50,000
|
|
1,695
|
|
Total Units Exchanged
|
1,590,611
|
|
499,222
|
|
606,066
|
|
485,323
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Fees paid with respect to Artisan Funds
|
$
|
22,822
|
|
|
$
|
25,697
|
|
|
$
|
29,288
|
|
Fees paid with respect to Global Funds
|
1,002
|
|
|
1,731
|
|
|
838
|
|
|||
Other marketing expenses
|
2,737
|
|
|
2,192
|
|
|
2,390
|
|
|||
Total distribution, servicing and marketing
|
$
|
26,561
|
|
|
$
|
29,620
|
|
|
$
|
32,516
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Investments in equity securities
|
$
|
5,857
|
|
|
$
|
4,978
|
|
Investments in equity securities accounted for under the equity method
|
12,252
|
|
|
—
|
|
||
Total investment securities
|
$
|
18,109
|
|
|
$
|
4,978
|
|
|
For the year ended December 31, 2018
|
||
Net gains (losses) recognized on investment securities
|
$
|
688
|
|
Less: Net realized gains (losses) recognized on investment securities sold during the period
|
157
|
|
|
Unrealized gains (losses) recognized on investment securities held as of the end of the period
|
$
|
531
|
|
•
|
Level 1 – Observable inputs such as quoted (unadjusted) market prices in active markets for identical securities.
|
•
|
Level 2 – Other significant observable inputs (including but not limited to quoted prices for similar instruments, interest rates, prepayment speeds, credit risk, etc.).
|
•
|
Level 3—Significant unobservable inputs (including Artisan’s own assumptions in determining fair value).
|
|
Assets and Liabilities at Fair Value
|
||||||||||||||||||
|
Total
|
|
NAV Practical Expedient (No Fair Value Level)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market funds
|
$
|
57,790
|
|
|
$
|
—
|
|
|
$
|
57,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
18,109
|
|
|
12,252
|
|
|
5,857
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market funds
|
$
|
26,727
|
|
|
$
|
—
|
|
|
$
|
26,727
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
4,978
|
|
|
—
|
|
|
4,978
|
|
|
—
|
|
|
—
|
|
|
Maturity
|
|
Outstanding Balance
|
|
Interest Rate Per Annum
|
|||
Revolving credit agreement
|
August 2022
|
|
—
|
|
|
NA
|
|
|
Senior notes
|
|
|
|
|
|
|||
Series B
|
August 2019
|
|
50,000
|
|
|
5.32
|
%
|
|
Series C
|
August 2022
|
|
90,000
|
|
|
5.82
|
%
|
|
Series D
|
August 2025
|
|
60,000
|
|
|
4.29
|
%
|
|
Total borrowings
|
|
|
$
|
200,000
|
|
|
|
2019
|
$
|
50,000
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
90,000
|
|
|
2023
|
—
|
|
|
Thereafter
|
60,000
|
|
|
Total
|
$
|
200,000
|
|
|
As of July 1, 2018
|
||
Assets of consolidated investment products
|
|
||
Cash and cash equivalents
|
$
|
39,759
|
|
Accounts receivable and other
|
1,340
|
|
|
Investment assets, at fair value
|
85,626
|
|
|
Less: Amounts reclassified to investment securities
|
(11,381
|
)
|
|
Total assets
|
$
|
115,344
|
|
|
|
||
Liabilities of consolidated investment products
|
|
||
Accounts payable, accrued expenses, and other
|
$
|
6,385
|
|
Investment liabilities, at fair value
|
29,328
|
|
|
Total liabilities
|
$
|
35,713
|
|
|
|
||
Redeemable noncontrolling interests
|
$
|
79,631
|
|
|
|
||
Total liabilities and equity
|
$
|
115,344
|
|
|
Assets and Liabilities at Fair Value
|
|||||||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
December 31, 2018
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
||||||||
Money market funds
|
$
|
13,141
|
|
$
|
13,141
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities - long position
|
7,817
|
|
7,196
|
|
—
|
|
621
|
|
||||
Fixed income instruments - long position
|
57,621
|
|
—
|
|
57,621
|
|
—
|
|
||||
Derivative assets
|
735
|
|
—
|
|
735
|
|
—
|
|
||||
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
||||||||
Equity securities - short position
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Fixed income instruments - short position
|
$
|
16,567
|
|
$
|
—
|
|
$
|
16,567
|
|
$
|
—
|
|
Derivative liabilities
|
338
|
|
—
|
|
338
|
|
—
|
|
||||
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
||||||||
Money market funds
|
$
|
21,881
|
|
$
|
21,881
|
|
$
|
—
|
|
$
|
—
|
|
Equity securities - long position
|
69,044
|
|
69,044
|
|
—
|
|
—
|
|
||||
Fixed income instruments - long position
|
45,758
|
|
—
|
|
45,758
|
|
—
|
|
||||
Derivative assets
|
343
|
|
303
|
|
40
|
|
—
|
|
||||
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
||||||||
Equity securities - short position
|
$
|
29,199
|
|
$
|
29,199
|
|
$
|
—
|
|
$
|
—
|
|
Fixed income instruments - short position
|
18,513
|
|
—
|
|
18,513
|
|
—
|
|
||||
Derivative liabilities
|
145
|
|
45
|
|
100
|
|
—
|
|
||||
|
|
|
|
|
||||||||
CIP balances included in the Company’s consolidated statements of financial condition were as follows:
|
||||||||||||
|
|
|
|
December 31,
2018 |
December 31,
2017 |
|||||||
Net CIP assets included in the table above
|
|
|
$
|
62,409
|
|
$
|
89,169
|
|
||||
Net CIP assets not included in the table above
|
|
|
2,156
|
|
8,762
|
|
||||||
Total Net CIP assets
|
|
|
64,565
|
|
97,931
|
|
||||||
Less: redeemable noncontrolling interest
|
|
|
34,349
|
|
62,581
|
|
||||||
Artisan’s direct equity investment in CIPs
|
|
|
$
|
30,216
|
|
$
|
35,350
|
|
Statement of Financial Condition
|
For the Years Ended December 31,
|
||||||
2018
|
|
2017
|
|||||
Additional paid-in capital
|
$
|
(4,878
|
)
|
|
$
|
(5,994
|
)
|
Noncontrolling interest - Artisan Partners Holdings
|
4,923
|
|
|
6,259
|
|
||
Accumulated other comprehensive income (loss)
|
(45
|
)
|
|
(265
|
)
|
||
Net impact to financial condition
|
—
|
|
|
—
|
|
|
|
|
Outstanding
|
|
|
|
|
|||||
|
Authorized
|
|
December 31, 2018
|
|
December 31, 2017
|
|
Voting Rights (1)
|
|
Economic Rights
|
|||
Common shares
|
|
|
|
|
|
|
|
|
|
|||
Class A, par value $0.01 per share
|
500,000,000
|
|
|
54,071,188
|
|
|
50,463,126
|
|
|
1 vote per share
|
|
Proportionate
|
Class B, par value $0.01 per share
|
200,000,000
|
|
|
8,645,249
|
|
|
11,922,192
|
|
|
1 vote per share(2)
|
|
None
|
Class C, par value $0.01 per share
|
400,000,000
|
|
|
14,226,435
|
|
|
13,184,527
|
|
|
1 vote per share
|
|
None
|
(1) The Company’s employees to whom Artisan has granted equity have entered into a stockholders agreement with respect to all shares of APAM common stock they have acquired from the Company and any shares they may acquire from the Company in the future, pursuant to which they granted an irrevocable voting proxy to a Stockholders Committee. As of December 31, 2018, Artisan’s employees held 4,575,332 restricted shares of Class A common stock and all 8,645,249 outstanding shares of Class B common stock, all of which were subject to the agreement.
(2) On February 9, 2018, the Class B common shares changed from five votes per share to one vote per share.
|
Type of Dividend
|
|
Class of Stock
|
|
For the Years Ended December 31,
|
||||||||||
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Quarterly
|
|
Common Class A
|
|
$
|
2.40
|
|
|
$
|
2.40
|
|
|
$
|
2.40
|
|
Special Annual
|
|
Common Class A
|
|
$
|
0.79
|
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
For the Years Ended December 31,
|
||||
|
2018
|
|
2017
|
|
2016
|
Holdings Partnership Distributions to Limited Partners
|
$103,434
|
|
$115,804
|
|
$133,876
|
Holdings Partnership Distributions to APAM
|
$217,396
|
|
$197,070
|
|
$160,532
|
Total Holdings Partnership Distributions
|
$320,830
|
|
$312,874
|
|
$294,408
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Management fees
|
|
|
|
|
|
||||||
Artisan Funds
|
487,041
|
|
|
472,502
|
|
|
453,578
|
|
|||
Artisan Global Funds
|
35,007
|
|
|
30,107
|
|
|
16,981
|
|
|||
Separate accounts(1)
|
303,631
|
|
|
292,667
|
|
|
249,219
|
|
|||
Performance fees
|
|
|
|
|
|
||||||
Separate accounts(1)
|
2,956
|
|
|
348
|
|
|
1,081
|
|
|||
Total revenues(2)
|
$
|
828,635
|
|
|
$
|
795,624
|
|
|
$
|
720,859
|
|
(1) Separate account revenue consists of management fees and performance fees earned from vehicles other than Artisan Funds or Artisan Global Funds, which includes traditional separate accounts, Artisan-branded collective investment trusts and funds (both public and private) that Artisan advises, including Artisan Private Funds.
|
|||||||||||
(2) All management fees and performance fees from consolidated investment products were eliminated upon consolidation and therefore are omitted from this table.
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Customer
|
|
|
|
||||
Artisan Funds
|
$
|
5,418
|
|
|
$
|
4
|
|
Artisan Global Funds
|
417
|
|
|
5,105
|
|
||
Separate accounts
|
59,787
|
|
|
68,019
|
|
||
Total receivables from contracts with customers
|
$
|
65,622
|
|
|
$
|
73,128
|
|
Non-customer receivables
|
2,069
|
|
|
3,565
|
|
||
Accounts receivable
|
$
|
67,691
|
|
|
$
|
76,693
|
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of Awards
|
|||
Unvested at January 1, 2016
|
$
|
51.58
|
|
|
2,861,984
|
|
Granted
|
30.42
|
|
|
1,138,892
|
|
|
Forfeited
|
50.44
|
|
|
(52,718
|
)
|
|
Vested
|
51.76
|
|
|
(553,248
|
)
|
|
Unvested at January 1, 2017
|
$
|
44.47
|
|
|
3,394,910
|
|
Granted
|
28.30
|
|
|
1,268,500
|
|
|
Forfeited
|
39.56
|
|
|
(3,628
|
)
|
|
Vested
|
48.06
|
|
|
(645,796
|
)
|
|
Unvested at January 1, 2018
|
$
|
38.79
|
|
|
4,013,986
|
|
Granted
|
39.32
|
|
|
1,518,974
|
|
|
Forfeited
|
36.09
|
|
|
(67,255
|
)
|
|
Vested
|
44.50
|
|
|
(787,248
|
)
|
|
Unvested at December 31, 2018
|
$
|
38.04
|
|
|
4,678,457
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
18,247
|
|
|
$
|
21,960
|
|
|
$
|
14,704
|
|
State and local
|
3,993
|
|
|
2,663
|
|
|
2,180
|
|
|||
Foreign
|
495
|
|
|
469
|
|
|
639
|
|
|||
Total
|
22,735
|
|
|
25,092
|
|
|
17,523
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
22,218
|
|
|
396,502
|
|
|
32,124
|
|
|||
State and local
|
2,645
|
|
|
(1,086
|
)
|
|
1,836
|
|
|||
Total
|
24,863
|
|
|
395,416
|
|
|
33,960
|
|
|||
Income tax expense
|
$
|
47,598
|
|
|
$
|
420,508
|
|
|
$
|
51,483
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
U.S. federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of federal tax effect
|
2.1
|
|
|
0.9
|
|
|
1.6
|
|
Non-deductible share-based compensation
|
—
|
|
|
0.5
|
|
|
2.4
|
|
Rate benefit from the flow through entity
|
(6.7
|
)
|
|
(6.2
|
)
|
|
(15.7
|
)
|
Tax Reform - change in federal corporate tax rate
|
—
|
|
|
43.9
|
|
|
—
|
|
Other
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.4
|
)
|
Effective tax rate
|
15.8
|
%
|
|
73.6
|
%
|
|
22.9
|
%
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||
Unrealized gain on investments, net of tax
|
$
|
—
|
|
|
$
|
259
|
|
Foreign currency translation gain (loss)
|
(1,895
|
)
|
|
(1,132
|
)
|
||
Accumulated Other Comprehensive Income (Loss)
|
$
|
(1,895
|
)
|
|
$
|
(873
|
)
|
|
For the Years Ended December 31,
|
||||||||||
Basic and Diluted Earnings Per Share
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to APAM
|
$
|
158,309
|
|
|
$
|
49,599
|
|
|
$
|
73,030
|
|
Less: Allocation to participating securities
|
19,447
|
|
|
16,026
|
|
|
13,059
|
|
|||
Net income available to common stockholders
|
$
|
138,862
|
|
|
$
|
33,573
|
|
|
$
|
59,971
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
48,862,435
|
|
|
44,647,318
|
|
|
38,137,810
|
|
|||
Earnings per share
|
$
|
2.84
|
|
|
$
|
0.75
|
|
|
$
|
1.57
|
|
|
For the Years Ended December 31,
|
|||||||
Anti-Dilutive Weighted Average Shares Outstanding
|
2018
|
|
2017
|
|
2016
|
|||
Holdings limited partnership units
|
23,351,440
|
|
|
26,837,118
|
|
|
32,784,750
|
|
Unvested restricted share-based awards
|
4,813,895
|
|
|
4,153,260
|
|
|
3,566,784
|
|
Total
|
28,165,335
|
|
|
30,990,378
|
|
|
36,351,534
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
Computers and equipment
|
$
|
8,000
|
|
|
$
|
7,770
|
|
Computer software
|
4,554
|
|
|
4,372
|
|
||
Furniture and fixtures
|
10,566
|
|
|
8,658
|
|
||
Leasehold improvements
|
37,551
|
|
|
27,357
|
|
||
Total Cost
|
60,671
|
|
|
48,157
|
|
||
Less: Accumulated depreciation
|
(31,533
|
)
|
|
(27,132
|
)
|
||
Property and equipment, net of accumulated depreciation
|
$
|
29,138
|
|
|
$
|
21,025
|
|
2019
|
$
|
14,123
|
|
2020
|
15,340
|
|
|
2021
|
15,215
|
|
|
2022
|
13,748
|
|
|
2023
|
12,378
|
|
|
Thereafter
|
57,185
|
|
|
Total
|
$
|
127,989
|
|
|
For the Years Ended December 31,
|
||||||||||
Artisan Funds
|
2018
|
|
2017
|
|
2016
|
||||||
Investment management fees (Gross of fee waivers/expense reimbursements)
|
$
|
487,460
|
|
|
$
|
472,501
|
|
|
$
|
453,579
|
|
Fee waivers / expense reimbursements
|
$
|
419
|
|
|
$
|
504
|
|
|
$
|
719
|
|
|
For the Quarters Ended
|
|||||||||||
|
March 31, 2018
|
June 30, 2018
|
Sept. 30, 2018
|
Dec. 31, 2018
|
||||||||
Total revenues
|
$
|
212,008
|
|
$
|
212,296
|
|
$
|
212,788
|
|
$
|
191,543
|
|
Operating income
|
$
|
79,986
|
|
$
|
78,877
|
|
$
|
81,837
|
|
$
|
64,241
|
|
Net income attributable to noncontrolling interests-Artisan Partners Holdings
|
$
|
26,052
|
|
$
|
23,307
|
|
$
|
24,021
|
|
$
|
17,674
|
|
Net income (loss) attributable to noncontrolling interests- consolidated investment products
|
$
|
4,338
|
|
$
|
2,332
|
|
$
|
178
|
|
$
|
(2,021
|
)
|
Net income attributable to Artisan Partners Asset Management Inc.
|
$
|
41,274
|
|
$
|
42,006
|
|
$
|
42,518
|
|
$
|
32,511
|
|
Earnings per basic and diluted share:
|
$
|
0.75
|
|
$
|
0.72
|
|
$
|
0.77
|
|
$
|
0.57
|
|
|
For the Quarters Ended
|
|||||||||||
|
March 31, 2017
|
June 30, 2017
|
Sept. 30, 2017
|
Dec. 31, 2017
|
||||||||
Total revenues
|
$
|
184,074
|
|
$
|
196,273
|
|
$
|
204,556
|
|
$
|
210,721
|
|
Operating income
|
$
|
58,032
|
|
$
|
66,503
|
|
$
|
80,630
|
|
$
|
81,246
|
|
Net income attributable to noncontrolling interests-Artisan Partners Holdings
|
$
|
22,760
|
|
$
|
22,197
|
|
$
|
27,234
|
|
$
|
26,847
|
|
Net income attributable to noncontrolling interests- consolidated investment products
|
$
|
—
|
|
$
|
4
|
|
$
|
610
|
|
$
|
1,486
|
|
Net income attributable to Artisan Partners Asset Management Inc.
|
$
|
19,795
|
|
$
|
26,632
|
|
$
|
30,665
|
|
$
|
(27,493
|
)
|
Earnings (loss) per basic and diluted share:
|
$
|
0.37
|
|
$
|
0.45
|
|
$
|
0.61
|
|
$
|
(0.67
|
)
|
Name
|
|
Age
|
|
Position
|
Matthew R. Barger
|
|
61
|
|
Independent Director
|
Seth W. Brennan
|
|
48
|
|
Independent Director
|
Tench Coxe
|
|
61
|
|
Independent Director
|
Stephanie G. DiMarco
|
|
61
|
|
Independent Director
|
Jeffrey A. Joerres
|
|
59
|
|
Independent Director
|
Andrew A. Ziegler
|
|
61
|
|
Lead Independent Director
|
Eric R. Colson
|
|
49
|
|
President, Chief Executive Officer and Chairman of the Board
|
Charles J. Daley, Jr.
|
|
56
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Sarah A. Johnson
|
|
47
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Jason A. Gottlieb
|
|
49
|
|
Executive Vice President
|
James S. Hamman, Jr.
|
|
49
|
|
Executive Vice President
|
Gregory K. Ramirez
|
|
48
|
|
Executive Vice President
|
Director*
|
Audit Committee
|
Compensation Committee
|
Nominating and Corporate Governance Committee
|
Matthew R. Barger
|
X
|
|
Chair
|
Seth W. Brennan
|
|
X
|
X
|
Tench Coxe
|
|
X
|
X
|
Stephanie G. DiMarco
|
Chair
|
|
|
Jeffrey A. Joerres
|
X
|
Chair
|
|
Andrew A. Ziegler
|
|
|
|
|
|
|
|
|
|
Performance Based Compensation
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
Equity Awards
|
|
|
|
|
|||||||||||
Name & Principal Position
|
|
Year
|
|
Salary
|
|
Cash Bonus
|
|
Restricted Share Grant
|
Career Share Grant
|
|
Total Direct Compensation
|
|
Performance Based as % of Total
|
||||||||||
Eric R. Colson
|
|
2018
|
|
$
|
437,500
|
|
|
$
|
5,000,000
|
|
|
$
|
222,828
|
|
$
|
222,806
|
|
|
$
|
5,883,134
|
|
|
93%
|
Chief Executive Officer
|
|
2017
|
|
250,000
|
|
|
5,000,000
|
|
|
521,388
|
|
521,387
|
|
|
6,292,775
|
|
|
96%
|
|||||
|
|
2016
|
|
250,000
|
|
|
4,800,000
|
|
|
141,500
|
|
141,500
|
|
|
5,333,000
|
|
|
95%
|
|||||
Charles J. Daley, Jr.
|
|
2018
|
|
287,500
|
|
|
1,950,000
|
|
|
57,300
|
|
57,300
|
|
|
2,352,100
|
|
|
88%
|
|||||
Chief Financial Officer
|
|
2017
|
|
250,000
|
|
|
1,950,000
|
|
|
129,855
|
|
129,855
|
|
|
2,459,710
|
|
|
90%
|
|||||
|
|
2016
|
|
250,000
|
|
|
1,750,000
|
|
|
70,750
|
|
70,750
|
|
|
2,141,500
|
|
|
88%
|
|||||
Sarah A. Johnson
|
|
2018
|
|
287,500
|
|
|
1,150,000
|
|
|
57,300
|
|
57,300
|
|
|
1,552,100
|
|
|
81%
|
|||||
Chief Legal Officer
|
|
2017
|
|
250,000
|
|
|
1,150,000
|
|
|
88,538
|
|
88,537
|
|
|
1,577,075
|
|
|
84%
|
|||||
|
|
2016
|
|
250,000
|
|
|
1,050,000
|
|
|
70,750
|
|
70,750
|
|
|
1,441,500
|
|
|
83%
|
|||||
Gregory K. Ramirez
|
|
2018
|
|
287,500
|
|
|
1,100,000
|
|
|
34,380
|
|
34,380
|
|
|
1,456,260
|
|
|
80%
|
|||||
Executive Vice President
|
|
2017
|
|
250,000
|
|
|
1,100,000
|
|
|
88,538
|
|
88,537
|
|
|
1,527,075
|
|
|
84%
|
|||||
|
|
2016
|
|
250,000
|
|
|
1,025,000
|
|
|
70,750
|
|
70,750
|
|
|
1,416,500
|
|
|
82%
|
|||||
Jason A. Gottlieb
|
|
2018
|
|
287,500
|
|
|
2,600,000
|
|
|
458,400
|
|
458,400
|
|
|
3,804,300
|
|
|
92%
|
|||||
Executive Vice President
|
|
2017
|
|
250,000
|
|
|
2,500,000
|
|
|
260,694
|
|
260,694
|
|
|
3,271,388
|
|
|
92%
|
•
|
Our investment teams continued to generate strong absolute and relative investment returns for clients and investors. Net of fees, 15 of our 17 strategies have generated meaningful out-performance relative to their broad-based benchmarks since inception.
|
•
|
We recruited Rezo Kanovich and re-configured the Non-U.S. Small-Cap Growth strategy into the Non-U.S. Small-Mid Growth strategy to give Mr. Kanovich and his analysts greater degrees of freedom.
|
•
|
We evolved the Global Value Team into two distinct and autonomous investment teams — the International Value team led by David Samra and the Global Value team led by Daniel O’Keefe.
|
•
|
We earned $828.6 million in revenue, an increase of 4% compared to the prior year and our second highest annual revenues ever.
|
•
|
Our GAAP operating margin was 36.8% compared to 36.0% in 2017. Adjusted operating margin was 36.8%, down slightly from 37.6% in 2017 as we reinvested in talent, technology and resources, and new investment strategies.
|
•
|
We generated $2.84 of earning per basic and diluted share and $2.94 of adjusted EPS, our second highest adjusted EPS ever.
|
•
|
We declared and distributed dividends of $3.19 per share of Class A common stock during 2018, and have declared a total of $3.39 of dividends with respect to 2018, the most we have ever declared with respect to a calendar year.
|
•
|
Prior to 2018, the base salary for all of the firm’s managing directors, including the named executive officers, was $250,000. After reviewing industry and peer practices, the Compensation Committee determined to increase the base salary to $300,000 for all managing directors and to $500,000 for our Chief Executive Officer. The increases for the named executive officers were intended to increase the competitiveness of the base salaries by bringing them closer to the median level of the peer group salary information presented by the Committee’s compensation consultant, McLagan. The base salary increase represented the first ever base salary increase at Artisan for Mr. Colson, Mr. Daley, and Mr. Gottlieb.
|
•
|
2018 performance-based cash bonuses paid to Mr. Colson, Mr. Daley, Ms. Johnson, and Mr. Ramirez were flat compared to 2017 bonuses, and Mr. Gottlieb’s cash bonus increased 4.0%. The 2018 cash bonuses reflect the continued strong performance of the firm’s management team. During 2018, the management team successively executed the recruitment of Rezo Kanovich and the evolution of the Global Value team. The management team also maintained the firm’s high value added, investments-first culture, and continued to work with the investment teams to build more capable and enduring franchises. In addition, as described above, the firm had one of its most successful years ever in terms of financial outcomes.
|
•
|
2018 equity awards for each of the named executive officers other than Mr. Gottlieb were lower than 2017 awards as a result of a smaller firm-wide equity grant, the firm’s commitment to awarding approximately 90% of all equity awards to investment team members, and the firm’s lower stock price. The firm’s equity grant with respect to 2018 represented approximately 1.25% of total firm equity, compared to 2.00% with respect to 2017. Consistent with the firm’s practice, approximately 90% of the total awards for both 2017 and 2018 were awarded to investment team members. The stock price for determining the value of the 2018 award was $22.92 per share, compared to $39.35 per share for the 2017 award. Notwithstanding these factors, Mr. Gottlieb’s 2018 award was larger than his 2017 award as a result of the significant contributions he made to a number of key business accomplishments in 2018, including the recruitment of Rezo Kanovich and the evolution of the Global Value franchise.
|
•
|
In February 2018, the Compensation Committee recommended and the Board approved equity ownership guidelines and a clawback policy for executive officers, both of which are described in greater detail below. As of December 31, 2018, each of our named executive officers held equity in excess of the amount specified in the equity ownership guidelines.
|
•
|
During 2018, members of our management team met with representatives of many of our largest shareholders to discuss our firm and its business and financial performance. In the course of those conversations, no concerns were raised with any aspect of our executive compensation program.
|
•
|
The vast majority of our executives’ total compensation is performance based.
|
•
|
We do not have employment or other agreements that provide termination benefits outside the context of a change in control.
|
•
|
Generally one-half of the shares awarded to our executive officers are career shares that, with certain exceptions, will only vest if and when the recipient retires from the Company in accordance with qualifying retirement conditions.
|
•
|
All of our outstanding unvested equity awards to executive officers include double-trigger change in control provisions.
|
•
|
We maintain equity ownership guidelines, pursuant to which executive officers are required to hold Company equity equal in value to eight times base salary for the Chief Executive Officer and three times base salary for all other executive officers.
|
•
|
Our executive officers are subject to a clawback policy that permits the Board to recover incentive compensation from an executive officer if his or her fraud or willful misconduct led to a material restatement of financial results.
|
•
|
We do not provide “golden parachute” tax gross ups.
|
•
|
None of our named executive officers have bonus guarantees.
|
•
|
We do not offer retirement income or pension plans other than the same 401(k) plan that is available to all employees.
|
•
|
We do not maintain any benefit plans or perquisites that cover only one or more of our named executive officers.
|
•
|
Our insider trading policy prohibits hedging or pledging of Company stock by our employees.
|
•
|
Our Compensation Committee receives input from an independent compensation consultant.
|
•
|
Attracting, retaining, and cultivating top investment talent whose interests are aligned with our clients and stockholders.
|
•
|
Delivering superior investment performance and client service.
|
•
|
Achieving profitable and sustainable financial results.
|
•
|
Expanding our investment capabilities through thoughtful growth.
|
•
|
Continuing to diversify our sources of assets under management.
|
•
|
Support our business strategy.
|
•
|
Attract, motivate and retain highly talented, results-oriented individuals.
|
•
|
Reward the achievement of superior and sustained long-term performance.
|
•
|
Be flexible and responsive to evolving market conditions.
|
•
|
Align the interests of our named executive officers with our stockholders.
|
•
|
Provide competitive pay opportunities.
|
•
|
Base salary
|
•
|
Performance based cash bonus
|
•
|
Performance based equity awards
|
•
|
Retirement benefits
|
•
|
Other benefits
|
•
|
Pro rata time-vesting, under which 20% of the shares satisfy this condition in each of the five years following the year of grant.
|
•
|
Qualifying retirement, which generally requires that the recipient (i) has been employed by us for at least 10 years at retirement; (ii) had provided 18 months prior written notice of retirement; and (iii) remains at the Company through the retirement notice period. Prior to February 2019, the required notice period was 3 years, which the Company could waive to no less than one year.
|
•
|
Our investment teams continued to generate strong absolute and relative investment returns for clients and investors. Net of fees, 15 of our 17 strategies have generated meaningful out-performance relative to their broad-based benchmarks since inception.
|
•
|
We recruited Rezo Kanovich and re-configured the Non-U.S. Small-Cap Growth strategy into the Non-U.S. Small-Mid Growth strategy to give Mr. Kanovich and his analysts greater degrees of freedom.
|
•
|
We evolved the Global Value Team into two distinct and autonomous investment teams — the International Value team led by David Samra and the Global Value team led by Daniel O’Keefe.
|
•
|
We earned $828.6 million in revenue, an increase of 4% compared to the prior year and our second highest annual revenues ever.
|
•
|
Our GAAP operating margin was 36.8% compared to 36.0% in 2017. Adjusted operating margin was 36.8%, down slightly from 37.6% in 2017 as we reinvested in talent, technology and resources, and new investment strategies.
|
•
|
We generated $2.84 of earning per basic and diluted share and $2.94 of adjusted EPS, our second highest adjusted EPS ever.
|
•
|
We declared and distributed dividends of $3.19 per share of Class A common stock during 2018, and have declared a total of $3.39 of dividends with respect to 2018, the most we have ever declared with respect to a calendar year.
|
(2) Amounts in this column represent the annual performance based cash bonus compensation earned by our named executive officers in 2018, 2017 and 2016, as applicable. The amounts for 2017 were paid in December 2017. The amounts for 2016 and 2018 were paid in February following each year presented.
|
||||||||||||
(3) As discussed above, we consider the value of the equity awards we made in 2017, 2018 and 2019 to be a part of each named executive officer’s compensation for 2016, 2017 and 2018, respectively. The grant date fair value of those awards is reflected accordingly in the “Stock Awards” and “Total” columns in the supplemental table in footnote 1. The values reported represent the grant date fair value as computed in accordance with FASB ASC Topic 718 based upon the price of our common stock at the grant date.
|
||||||||||||
(4) Amounts in this column represent the aggregate dollar amount of all other compensation received by our named executive officers. All other compensation includes, but is not limited to (a) company matching contributions to contributory defined contribution plan accounts equal to 100% of their pre-tax contributions (excluding catch-up contributions for named executive officers age 50 and older) up to the limitations imposed under applicable tax rules, which contributions totaled $18,500 for each named executive officer in 2018; (b) health and vision insurance premiums and HSA contributions paid by the company for plans that are generally offered to all employees on a nondiscriminatory basis in the aggregate amount of approximately $25,000 for each named executive officer in 2018; and (c) reimbursement for 2018 self-employment payroll tax expense as follows: $25,187 for Mr. Colson; $18,031 for Mr. Daley; $20,416 for Ms. Johnson, and $20,334 for Mr. Ramirez.
|
||||||||||||
(5) Because Mr. Gottlieb first became an executive officer in 2017, no disclosure is included for 2016.
|
Name
|
|
Grant Date
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(1)
|
|
Grant Date Fair Value of Stock Awards ($)(2)
|
|||
Eric R. Colson
|
|
2/1/2018
|
|
26,500
|
|
|
$
|
1,042,775
|
|
Charles J. Daley, Jr.
|
|
2/1/2018
|
|
6,600
|
|
|
259,710
|
|
|
Sarah A. Johnson
|
|
2/1/2018
|
|
4,500
|
|
|
177,075
|
|
|
Gregory K. Ramirez
|
|
2/1/2018
|
|
4,500
|
|
|
177,075
|
|
|
Jason A. Gottlieb
|
|
2/1/2018
|
|
13,250
|
|
|
521,388
|
|
|
(1) Represents the number of restricted shares of our Class A common stock granted in February 2018, which were awarded as follows:
|
|||||||||
Name
|
|
Standard Restricted Shares
|
|
Career Shares
|
|||||
Eric R. Colson
|
|
13,250
|
|
|
13,250
|
|
|||
Charles J. Daley, Jr.
|
|
3,300
|
|
|
3,300
|
|
|||
Sarah A. Johnson
|
|
2,250
|
|
|
2,250
|
|
|||
Gregory K. Ramirez
|
|
2,250
|
|
|
2,250
|
|
|||
Jason A. Gottlieb
|
|
6,625
|
|
|
6,625
|
|
|||
(2) Represents the grant date fair value as computed in accordance with FASB ASC Topic 718 based upon the price of our common stock at the grant date.
|
Name
|
|
Number of Shares or Units of Stock That Have Not Vested(#)(1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested($)(2)
|
|||
Eric R. Colson
|
|
69,400
|
|
|
$
|
1,534,434
|
|
Charles J. Daley, Jr.
|
|
23,900
|
|
|
528,429
|
|
|
Sarah A. Johnson
|
|
21,800
|
|
|
481,998
|
|
|
Gregory K. Ramirez
|
|
21,200
|
|
|
468,732
|
|
|
Jason A. Gottlieb
|
|
66,613
|
|
|
1,472,813
|
|
|
(1) Represents the number of unvested restricted shares (both career shares and standard restricted shares) of Class A common stock as of December 31, 2018:
|
Name
|
|
Number of Shares Acquired on Vesting(#)
|
|
Value Realized on Vesting($)(1)
|
|||
Eric R. Colson
|
|
10,150
|
|
|
$
|
332,857
|
|
Charles J. Daley, Jr.
|
|
4,400
|
|
|
144,047
|
|
|
Sarah A. Johnson
|
|
3,300
|
|
|
108,429
|
|
|
Gregory K. Ramirez
|
|
3,200
|
|
|
105,191
|
|
|
Jason A. Gottlieb
|
|
14,246
|
|
|
476,244
|
|
|
(1) The value of the restricted shares of Class A common stock that vested during 2018 is based on the stock price of our Class A common stock on each respective vesting date.
|
•
|
each person known by us to beneficially own more than 5% of any class of our outstanding shares, as of February 14, 2019;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all of our named executive officers and directors as a group.
|
|
Class A(1)
|
Class B
|
Class C
|
Aggregate
% of
Combined
Voting
Power
|
||||||||||
|
No. of
Shares
|
% of
Class
|
No. of
Shares
|
% of
Class
|
No. of
Shares
|
% of
Class
|
||||||||
|
|
|
|
|
|
|
|
|||||||
Directors and Named Executive Officers:
|
|
|
|
|
|
|
|
|||||||
Stockholders Committee(2)
|
5,535,767
|
|
10.2%
|
|
8,645,249
|
|
100%
|
|
—
|
|
—
|
|
18.3%
|
|
Eric R. Colson(3)
|
105,500
|
|
*
|
|
482,463
|
|
5.6%
|
|
—
|
|
—
|
|
—
|
|
Charles J. Daley, Jr.(3)(4)
|
35,500
|
|
*
|
|
97,779
|
|
1.1%
|
|
—
|
|
—
|
|
*
|
|
Jason A. Gottlieb(3)
|
79,488
|
|
*
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Sarah A. Johnson(3)
|
36,500
|
|
*
|
|
94,464
|
|
1.1%
|
|
—
|
|
—
|
|
*
|
|
Gregory K. Ramirez(3)
|
35,400
|
|
*
|
|
77,364
|
|
*
|
|
—
|
|
—
|
|
*
|
|
Matthew R. Barger(5)
|
34,662
|
|
*
|
|
—
|
|
—
|
|
1,242,002
|
|
8.7%
|
|
1.6%
|
|
Seth W. Brennan(5)(6)
|
36,133
|
|
*
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Tench Coxe(5)(7)
|
50,772
|
|
*
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Stephanie G. DiMarco(5)(8)
|
107,316
|
|
*
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Jeffrey A. Joerres(5)
|
38,162
|
|
*
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Andrew A. Ziegler(5)(9)
|
33,210
|
|
*
|
|
—
|
|
—
|
|
3,455,973
|
|
24.3%
|
|
4.5%
|
|
Directors and named executive officers as a group (11 persons)
|
5,841,822
|
|
10.7%
|
|
8,645,249
|
|
100%
|
|
4,697,975
|
|
33.0%
|
|
24.6%
|
|
|
|
|
|
|
|
|
|
|||||||
5+% Stockholders:
|
|
|
|
|
|
|
|
|||||||
MLY Holdings Corp.(3)(10)
|
—
|
|
—
|
|
2,188,429
|
|
25.3%
|
|
—
|
|
—
|
|
—
|
|
James C. Kieffer (3)
|
—
|
|
—
|
|
1,067,575
|
|
12.3%
|
|
—
|
|
—
|
|
—
|
|
Daniel J. O’Keefe(3)
|
1,051,911
|
|
1.9%
|
|
960,676
|
|
11.1%
|
|
—
|
|
—
|
|
*
|
|
N. David Samra(3)
|
1,070,929
|
|
2.0%
|
|
925,381
|
|
10.7%
|
|
—
|
|
—
|
|
—
|
|
James D. Hamel(3)
|
277,804
|
|
*
|
|
636,066
|
|
7.4%
|
|
—
|
|
—
|
|
—
|
|
Artisan Investment Corporation(9)
|
—
|
|
—
|
|
—
|
|
—
|
|
3,455,973
|
|
24.3%
|
|
4.5%
|
|
Scott C. Satterwhite
|
—
|
|
—
|
|
—
|
|
—
|
|
1,383,768
|
|
9.7%
|
|
1.8%
|
|
LaunchEquity Acquisition Partners, LLC (11)
|
—
|
|
—
|
|
—
|
|
—
|
|
1,121,196
|
|
7.9
|
%
|
1.5%
|
|
Patricia Christina Hellman Survivor’s Trust
|
—
|
|
—
|
|
—
|
|
—
|
|
798,443
|
|
5.6%
|
|
1.0%
|
|
Arthur Rock 2000 Trust
|
—
|
|
—
|
|
—
|
|
—
|
|
1,153,280
|
|
8.1%
|
|
1.5%
|
|
Thomas F. Steyer
|
—
|
|
—
|
|
—
|
|
—
|
|
1,082,314
|
|
7.6%
|
|
1.4%
|
|
Big Fish Partners LLC
|
—
|
|
—
|
|
—
|
|
—
|
|
807,305
|
|
5.7%
|
|
1.0%
|
|
Kayne Anderson Rudnick Investment Management LLC(12)
|
3,948,438
|
|
7.3%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5.1%
|
|
The Vanguard Group(13)
|
4,779,353
|
|
8.8%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
*
|
|
Blackrock Inc.(14)
|
3,680,976
|
|
6.8%
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4.6%
|
|
(1)
|
Subject to certain exceptions, the persons who hold shares of our Class B common stock and Class C common stock (which correspond to partnership units that generally are exchangeable for Class A common stock) are currently deemed to have beneficial ownership over a number of shares of our Class A common stock equal to the number of shares of our Class B common stock and Class C common stock reflected in the table above, respectively. Because we have disclosed the ownership of shares of our Class B common stock and Class C common stock, the shares of Class A common stock underlying partnership units are not separately reflected in the table above.
|
(2)
|
Each of our employees to whom we have granted equity has entered into a stockholders agreement pursuant to which they granted an irrevocable voting proxy with respect to all of the shares of our common stock they have acquired from us and any shares they may acquire from us in the future to a stockholders committee currently consisting of Mr. Colson, Mr. Daley and Mr. Ramirez. All shares subject to the stockholders agreement are voted in accordance with the majority decision of those three members. Shares originally subject to the agreement cease to be subject to it when sold by the employee or upon the termination of the employee’s employment with us.
|
(3)
|
Pursuant to the stockholders agreement, Mr. Colson, Mr. Daley, Mr. Gottlieb, Ms. Johnson, Mr. Ramirez, MLY Holdings Corp., Mr. Kieffer, Mr. O’Keefe, Mr. Samra and Mr. Hamel each granted an irrevocable voting proxy with respect to all of the shares of our common stock he or she has acquired from us and any shares he or she may acquire from us in the future to the stockholders committee as described in footnote 2 above. Each retains investment power with respect to the shares of our common stock he or she holds, which are the shares reflected in the row applicable to each person. 400 of Mr. Daley’s shares, 1,400 of Mr. Ramirez’s shares, 4,000 of Ms. Johnson’s shares, and 18,555 of Mr. O’Keefe’s shares are not subject to the stockholders agreement.
|
(4)
|
Includes 200 shares of Class A common stock held by Mr. Daley’s daughter.
|
(5)
|
Includes the shares of Class A common stock underlying restricted stock units granted to our non-employee directors. The underlying shares will be delivered on the earlier to occur of (i) a change in control of Artisan and (ii) assuming the restricted stock units have vested, the termination of such person’s service as a director. Mr. Coxe holds restricted stock units awarded to him for the benefit of the managing directors of the general partner of Sutter Hill Ventures.
|
(6)
|
Includes 6,250 shares of Class A common stock held by a trust for the benefit of Mr. Brennan’s children.
|
(7)
|
Includes 22,411 shares of Class A common stock held by a trust of which Mr. Coxe is a co-trustee and beneficiary. Mr. Coxe shares voting and investment power over all of such shares of Class A common stock.
|
(8)
|
Includes 20,308 shares of Class A common stock held by a charitable trust of which Ms. DiMarco is a trustee.
|
(9)
|
The Class C shares reflected in the row applicable to Mr. Ziegler individually are owned by Artisan Investment Corporation. Mr. Ziegler and Carlene M. Ziegler, who are married to each other, control Artisan Investment Corporation.
|
(10)
|
MLY Holdings Corp. is a Delaware corporation through which Mark L. Yockey holds his shares of Class B common stock. Mr. Yockey is the sole director of MLY Holdings Corp.
|
(11)
|
LaunchEquity Acquisition Partners, LLC, is a manager-managed designated series limited liability company organized under the laws of the State of Delaware. Andrew C. Stephens is the sole manager of the designated series of LaunchEquity Acquisition Partners through which Mr. Stephens holds his shares of Class C common stock.
|
•
|
Those of our currently-serving executive officers who own Class B common units of Artisan Partners Holdings.
|
•
|
Artisan Investment Corporation (“AIC”), an entity controlled by Andrew A. Ziegler, our Lead Independent Director, and Carlene M. Ziegler. AIC owns all of the Class D common units of Artisan Partners Holdings.
|
•
|
Private equity funds (the “H&F holders”) controlled by Hellman & Friedman LLC (“H&F”). Mr. Barger, one of our directors, is a senior advisor of H&F. The H&F holders no longer own any units of Artisan Partners Holdings or, to our knowledge, any shares of our common stock.
|
•
|
Mr. Barger, who owns Class A common units of Artisan Partners Holdings.
|
•
|
Sutter Hill Ventures, of which one of our directors, Mr. Coxe, is a managing director of the general partner, and two trusts of which Mr. Coxe is a co-trustee.
|
•
|
Several other persons or entities who own Class A common units of Artisan Partners Holdings and greater than 5% of our outstanding Class C common stock.
|
•
|
Several of our employees, or entities controlled by an employee, who own (or owned) Class B common units of Artisan Partners Holdings and greater than 5% of our outstanding Class B common stock.
|
•
|
Matthew R. Barger, or, unless Mr. Barger is removed from the Board for cause, a successor selected by Mr. Barger who holds Class A common units, so long as the holders of the Class A common units beneficially own at least 5% of our outstanding capital stock. As of December 31, 2018, the holders of the Class A common units beneficially owned approximately 9% of our outstanding capital stock.
|
•
|
A director nominee, initially Mr. Colson, designated by the stockholders committee who is an employee-partner.
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
||||
Audit Fees
|
$
|
937,600
|
|
|
$
|
929,400
|
|
Audit‑Related Fees
|
367,700
|
|
|
380,200
|
|
||
Tax Fees
|
710,500
|
|
|
984,300
|
|
||
All Other Fees
|
4,600
|
|
|
3,600
|
|
||
Total
|
$
|
2,020,400
|
|
|
$
|
2,297,500
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
32.1
|
|
|
32.2
|
|
|
101
|
|
The following Extensible Business Reporting Language (XBRL) documents are collectively included herewith as Exhibit 101: (i) the Consolidated Statements of Financial Condition as of December 31, 2018 and 2017; (ii) the Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016; (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 and (vi) the Notes to Consolidated Financial Statements as of and for the years ended December 31, 2018, 2017 and 2016
|
|
|
|
(1)
|
|
incorporated by reference to Form 10-K filed by Artisan Partners Asset Management Inc. on February 25, 2016
|
(2)
|
|
incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on August 18, 2017
|
(3)
|
|
incorporated by reference to Form 10-Q, filed with the SEC on November 1, 2017
|
/s/ Eric R. Colson
|
Eric R. Colson
President, Chief Executive Officer and Chairman of the Board
(principal executive officer)
|
|
/s/ Charles J. Daley Jr.
|
Charles J. Daley, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|
Signature
|
|
Title
|
/s/ Matthew R. Barger
|
|
Director
|
Matthew R. Barger
|
|
|
/s/ Seth W. Brennan
|
|
Director
|
Seth W. Brennan
|
|
|
/s/ Tench Coxe
|
|
Director
|
Tench Coxe
|
|
|
/s/ Stephanie G. DiMarco
|
|
Director
|
Stephanie G. DiMarco
|
|
|
/s/ Jeffrey A. Joerres
|
|
Director
|
Jeffrey A. Joerres
|
|
|
/s/ Andrew A. Ziegler
|
|
Director
|
Andrew A. Ziegler
|
|
|
Grantee:
|
|
[ ]
|
Grant Date:
|
|
[ ]
|
Number of Restricted Shares:
|
|
[ ]
|
Vesting Schedule:
|
|
20% of the Restricted Shares will vest on [ ] of each of [ ], [ ], [ ], [ ], and [ ]. There is no proportionate or partial vesting in the period prior to a vesting date.
|
Artisan Partners Asset Management Inc.
|
|
Grantee
|
|
By:
|
|
|
|
Title:
|
|
|
|
1.
|
The Plan. Awards of restricted shares of Class A common stock (“Restricted Shares”) are made pursuant to the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings as used or defined in the Plan.
|
2.
|
Forfeiture. Subject to Section 3 and the terms of any employment, severance or similar agreement between Grantee and the Company, if Grantee’s Employment with the Company terminates for any reason prior to a vesting date, any then unvested Restricted Shares shall be automatically forfeited and the Company shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement.
|
3.
|
Acceleration.
|
(a)
|
Change in Control: Upon a Change in Control, any outstanding Restricted Shares will immediately vest in full, provided that if Grantee is a named executive officer of Artisan those outstanding Restricted Shares will be treated in accordance with the terms of the Plan.
|
(b)
|
Death or Disability: Upon termination of Grantee’s employment with the Company by reason of death or Disability, the Restricted Shares will vest in full as of the date of such termination. For purposes of this Award Agreement, “Disability” means Grantee’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period aggregating 180 days within any continuous period of 365 days by reason of physical or mental incapacity.
|
4.
|
Issuance and Delivery. Artisan may issue stock certificates or evidence Grantee’s interest in Restricted Shares by using a book entry account with Artisan’s transfer agent. Upon the vesting of Restricted Shares, Artisan will cause to be delivered to Grantee shares of Common Stock free from risk of forfeiture (but still bearing and/or subject to any other legends that may be required by Artisan).
|
5.
|
Non-Transferability. Prior to vesting, Restricted Shares may not be sold, transferred, assigned, pledged, hedged or otherwise disposed of in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, transfer, assign, pledge, hedge or otherwise dispose of the Restricted Shares in violation of this Award Agreement shall be void and of no effect.
|
6.
|
Privileges of Share Ownership. Subject to Sections 4 and 5, effective upon the applicable Grant Date, Grantee shall have all rights of a shareholder of Artisan with respect to the Restricted Shares granted on that Grant Date, including voting rights and rights to dividends. For the avoidance of doubt, Grantee shall have no rights with respect to any forfeited shares. Notwithstanding the foregoing, the Restricted
|
7.
|
Restrictive Covenants. GRANTEE AGREES TO BE SUBJECT TO THE RESTRICTIVE COVENANTS SET FORTH IN APPENDIX A TO THIS AWARD AGREEMENT.
|
8.
|
Section 83(b) Election. Grantee hereby acknowledges that Grantee has been informed that, with respect to the grant of Restricted Shares, if Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income to Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by Grantee at the time the Restricted Shares vest. Grantee is hereby encouraged to seek the advice of Grantee’s own tax consultants in connection with the advisability of filing the Election. GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION GENERALLY WILL NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT ARTISAN’S TO TIMELY FILE THE ELECTION, EVEN IF GRANTEE REQUESTS ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE MUST NOTIFY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION.
|
9.
|
Tax Withholding. In connection with vesting or an Election, Grantee will pay, or otherwise provide for to the satisfaction of the Company, any applicable federal, state and local tax and social security withholding obligations of the Company. At its sole discretion, in connection with vesting, Artisan may provide and/or require for payment by Grantee of withholding taxes through either (i) cash payment or (ii) remitting to Artisan shares of Common Stock with a fair market value (determined as of the date of vesting), in either case in an amount equal to the statutory minimum amount of taxes required to be withheld. In the latter case, without any further action by Grantee, Artisan will cause its transfer agent to deduct the shares of Common Stock to be remitted from the shares of Common Stock held of record by the Grantee (“Net Share Settle”). If Grantee shall fail to make such payment or otherwise satisfy such obligations, the Company shall, to the extent permitted by law, have the right (but not the obligation) to withhold delivery of vesting shares and/or deduct from any payment of any kind otherwise due to Grantee any federal, state or local tax and social security withholding obligations with respect to the Restricted Shares. Notwithstanding the foregoing, if at the time of vesting Grantee is a named executive officer of Artisan for whom the Company has withholding obligations, Grantee will be required to Net Share Settle, unless another method is specifically approved by the Compensation Committee of the Board of Directors of Artisan.
|
10.
|
Compliance with Securities Laws. The issuance and delivery of Restricted Shares shall be subject to compliance by Artisan and Grantee with all applicable requirements under federal and state
|
11.
|
Entire Agreement. This Award Agreement, together with any restricted share award certificates, and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between the Company and Grantee with respect to such subject matter.
|
12.
|
Notices. Any notice required to be given to Artisan under the terms of this Award Agreement will be in writing or email and be delivered to Artisan’s Chief Legal Officer. Any notice required to be given to Grantee will be in writing or email and delivered to the address or addresses last maintained in the Company’s records.
|
13.
|
Binding Effect. Any action taken or decision made in good faith by the Compensation Committee of the Board of Directors of Artisan in connection with the construction, administration or interpretation of this Award Agreement will lie within its sole and absolute discretion and will be final, conclusive and binding on Grantee and all persons claiming under or through Grantee.
|
14.
|
Choice of Forum. As a condition to Grantee’s receipt of the Restricted Shares, Grantee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in Delaware over any suit, action or proceeding arising out of or relating to the Plan or this Award Agreement.
|
15.
|
Governing Law. This Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflict of laws.
|
16.
|
Electronic Delivery and Signature. Artisan may, in its sole discretion, deliver this Award Agreement, the Plan and any other documents related to the Restricted Shares by electronic means and request Grantee’s agreement to the terms thereof by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.
|
Artisan Partners Asset Management Inc.
|
|
Grantee
|
|
By:
|
|
|
|
Title:
|
|
|
|
1.
|
Definitions. For purposes of this Appendix A:
|
•
|
Any client of the Artisan Group (i) for which Grantee provided services (such as investment management or relationship management services) on behalf of the Artisan Group during the 12 months preceding Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.
|
•
|
Any investor in a mutual fund, UCITS fund, private fund or other pooled investment vehicle advised, promoted, or sponsored by the Artisan Group (each, an “Artisan Pooled Vehicle”) (i) for which investor the Grantee provided services (such as investment management services to the relevant Artisan Pooled Vehicle or relationship management services) on behalf of the Artisan Group during the 12 months preceding Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.
|
•
|
Any employee, partner or director of a financial intermediary, financial adviser or planner, consultant or broker-dealer (each, a “Client Intermediary”) (i) to whom the Grantee provided services (such as investment management or relationship management services) on behalf of the Artisan Group during the 12 months preceding the Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.
|
2.
|
Non-Competition. If during any portion of Grantee’s Employment with the Company Grantee is or was an Executive Officer of Artisan or a decision-making portfolio manager (meaning he or she has or had investment discretion) with respect to any client accounts, then the terms and conditions of this Section 2 shall apply. As a necessary measure to protect the confidential trade secrets and proprietary information of the Artisan Group, Grantee agrees that during the Restricted Period he or she will not, directly or indirectly, (i) hold an equity, voting or profit participation interest in a Competitive Enterprise (other than a 5% or less interest in a publicly traded entity which is only held for passive investment purposes); (ii) provide Restricted Services anywhere in the Territory to a Competitive Enterprise; or (iii) manage or supervise personnel engaged in providing Restricted Services anywhere in the Territory on behalf of a Competitive Enterprise. As it relates to the practice of law, the terms of this Section 2 and the terms of any other similar provision agreed to by the parties hereto shall be binding and effective upon Grantee only to the extent permissible under the Rules of Professional Conduct or any other professional or ethical rules governing the practice of law that Grantee may be subject to. Further, the prohibitions in this Section 2 shall not apply to Grantee’s management, without compensation, of the investments of the Grantee or members of the Grantee’s family or a trust or similar vehicle for the benefit of any of the foregoing.
|
3.
|
Non-Solicitation of Clients and Prospective Clients. Grantee agrees that during the Restricted Period he or she will not induce or attempt to induce any Artisan Client or Artisan Prospective Client to use the investment management services (including by way of investing in a mutual fund, UCITS fund or other pooled investment vehicle) of any person or entity other than the Artisan Group or to cease using the investment management services (including any Artisan Pooled Vehicle) of the Artisan Group. The prohibitions in this Section 3 shall not apply to (i) Grantee’s management, without compensation, of the investments of the Grantee or members of the Grantee’s family or a trust or similar vehicle for the benefit of any of the foregoing, or (ii) the provision of services by Grantee to a business enterprise solely because such business enterprise engages in general advertising and solicitation efforts that may or do reach an Artisan Client.
|
4.
|
Non-Solicitation of Restricted Persons.
|
(a)
|
Non-Solicitation of Restricted Persons. Grantee agrees that during the Restricted Period he or she will not directly or indirectly solicit or attempt to solicit any Restricted Person to terminate employment for the purpose of engaging in, or starting a business which engages in, a Competitive Enterprise.
|
(b)
|
No Hire of Restricted Persons. To the extent not prohibited by local or state laws, Grantee agrees that during the Restricted Period he or she will not hire, employ or otherwise use the services of a Restricted Person.
|
(c)
|
With respect to Sections 4(a) and 4(b) above, the parties hereto agree that it shall be conclusively presumed to have resulted from an impermissible solicitation, and therefore it shall be a deemed violation of such section, if during the Restricted Period, the Grantee and one or more persons who was an Artisan portfolio manager (including associate or co-portfolio manager) at any time within the period of 18 months prior to termination of the Grantee’s Employment, become employed by either the same employer or an affiliate thereof, or otherwise become affiliated as partners, contractors or other personal service providers with an entity together with its affiliates, to provide Restricted Services for the benefit of a Competitive Enterprise or any affiliate of a Competitive Enterprise.
|
5.
|
Included Actions. Grantee shall be deemed to have taken any action which is prohibited by this Appendix A and to be in violation of this Appendix A if Grantee takes such action directly or indirectly, or if it is taken by any person or entity with whom Grantee is associated as an employee, independent contractor, consultant, agent, partner, member, proprietor, owner, stockholder, officer, director, or trustee, or by any person or entity directly or indirectly controlled by, controlling or under common control with Grantee.
|
6.
|
Injunctive Relief; Enforceability of Restrictive Covenants. Grantee acknowledges that irreparable injury may result to the Artisan Group if Grantee breaches the provisions of this Appendix A and agrees that the Artisan Group will be entitled, in addition to all other legal remedies available to the Artisan Group, to an injunction or other equitable relief by any court of competent jurisdiction to prevent or restrain any breach of this Appendix A. The parties hereto
|
7.
|
Severability. Should any provision of this Appendix A be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Appendix A shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Appendix A. The parties agree that any such court is expressly authorized to modify any such unenforceable provision, whether by revising or deleting the offending provision, or by making such other modifications to this Appendix A as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Appendix A as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Appendix A be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Appendix A shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.
|
8.
|
Survival of Provisions. The obligations contained in this Appendix A will survive, and will remain fully enforceable after, the vesting of any and all shares awarded pursuant to this Award Agreement, any termination of this Award Agreement, and the termination of the Grantee’s Employment for any reason.
|
Grantee:
|
|
[ ]
|
Grant Date:
|
|
[ ]
|
Number of Career Shares:
|
|
[ ]
|
Vesting Eligibility Schedule:
|
|
20% of the Career Shares will become eligible to vest on [ ] of each of [ ], [ ], [ ], [ ], and [ ]. As provided in the Award Agreement, with certain exceptions, Career Shares will only vest once they have become eligible and Grantee has a Qualifying Retirement. There is no proportionate or partial vesting in the period prior to a vesting date.
|
Artisan Partners Asset Management Inc.
|
|
Grantee
|
|
By:
|
|
|
|
Title:
|
|
|
|
1.
|
The Plan. Awards of restricted shares of Class A common stock (“Career Shares”) are made pursuant to the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings as used or defined in the Plan.
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2.
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Forfeiture. Subject to Sections 3 and 4 and the terms of any employment, severance or similar agreement between Grantee and the Company, if Grantee’s Employment with the Company terminates for any reason prior to vesting, any then unvested Career Shares shall be automatically forfeited and the Company shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement.
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3.
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Vesting upon Qualifying Retirement. Provided that Grantee (i) has given the Company at least one-year advance written notice of intention to retire and (ii) has attained at least ten years of service with the Company as of the retirement date, the Career Shares eligible to vest under any applicable Vesting Eligibility Schedule (as set forth in any career share award certificates) will vest on Grantee’s retirement date. If during any portion of Grantee’s Employment with the Company, Grantee is or was an Executive Officer of Artisan or a decision-making portfolio manager (meaning he or she has or had investment discretion) with respect to any client accounts, then the advance written notice required under clause (i) of this Section 3 shall be 18-month advance written notice of intention to retire. Any shares not eligible to vest under the applicable Vesting Eligibility Schedule as of the retirement date shall be automatically forfeited on the retirement date.
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4.
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Acceleration.
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(a)
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Change in Control: Upon a Change in Control, any outstanding Career Shares will immediately vest in full, provided that if Grantee is a named executive officer of Artisan those outstanding Career Shares will be treated in accordance with the terms of the Plan.
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(b)
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Death or Disability: Notwithstanding any other provision in this Agreement, upon termination of Grantee’s employment with the Company by reason of death or Disability, the Career Shares will vest in full as of the date of such termination. For purposes of this Award Agreement, “Disability” means Grantee’s inability to perform the essential functions of his or her position, with or without
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(c)
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Termination without Cause: If, on or after the fifth anniversary of a Grant Date (as set forth in any career share award certificates), (i) the Company terminates the Employment of Grantee without Cause and (ii) Grantee has attained at least ten years of service with the Company as of the date of termination of Employment, those Career Shares granted five years or more ago will vest in full as of the date of such termination. In any dispute over whether the Company terminated the Employment of Grantee without Cause, the burden shall be on the Grantee to prove that the Company’s purpose in terminating the Employment of Grantee was without Cause.
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5.
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Issuance and Delivery. Artisan may issue stock certificates or evidence Grantee’s interest in Career Shares by using a book entry account with Artisan’s transfer agent. Upon the vesting of Career Shares, Artisan will cause to be delivered to Grantee shares of Common Stock free from risk of forfeiture (but still bearing and/or subject to any other legends that may be required by Artisan).
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6.
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Non-Transferability. Prior to vesting, Career Shares may not be sold, transferred, assigned, pledged, hedged or otherwise disposed of in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, transfer, assign, pledge, hedge or otherwise dispose of the Career Shares in violation of this Award Agreement shall be void and of no effect.
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7.
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Privileges of Share Ownership. Subject to sections 5 and 6, effective upon the applicable Grant Date, Grantee shall have all rights of a shareholder of Artisan with respect to the Career Shares granted on that Grant Date, including voting rights and rights to dividends. For the avoidance of doubt, Grantee shall have no rights with respect to any forfeited shares, including shares (if any) forfeited as of Grantee’s retirement date because such shares were not eligible to vest under the applicable Vesting Eligibility Schedule. Notwithstanding the foregoing, the Career Shares are subject to the Stockholders Agreement, dated as of March 12, 2013 (the “Stockholders Agreement”), including the irrevocable voting proxy included therein.
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8.
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Section 83(b) Election. Grantee hereby acknowledges that Grantee has been informed that, with respect to the grant of Career Shares, if Grantee is filing a U.S. federal income tax return for the year in which the grant of Career Shares occurs, Grantee may file an election (the “Election”) with the United States
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9.
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Tax Withholding. In connection with vesting or an Election, Grantee will pay, or otherwise provide for to the satisfaction of the Company, any applicable federal, state and local tax and social security withholding obligations of the Company. At its sole discretion, in connection with a vesting, Artisan may provide and/or require for payment by Grantee of withholding taxes through either (i) cash payment or (ii) remitting to Artisan shares of Common Stock with a fair market value (determined as of the date of vesting), in either case in an amount equal to the statutory minimum amount of taxes required to be withheld. In the latter case, without any further action by Grantee, Artisan will cause its transfer agent to deduct the shares of Common Stock to be remitted from the shares of Common Stock held of record by the Grantee (“Net Share Settle”). If Grantee shall fail to make such payment or otherwise satisfy such obligations, the Company shall, to the extent permitted by law, have the right (but not the obligation) to withhold delivery of vesting shares and/or deduct from any payment of any kind otherwise due to Grantee any federal, state or local tax and social security withholding obligations with respect to the Career Shares. Notwithstanding the foregoing, if at the time of vesting Grantee is a named executive officer of Artisan for whom the Company has withholding obligations, Grantee will be required to Net Share Settle, unless another method is specifically approved by the Compensation Committee of the Board of Directors of Artisan.
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10.
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Compliance with Securities Laws. The issuance and delivery of Career Shares shall be subject to compliance by Artisan and Grantee with all applicable requirements under federal and state securities laws and with all applicable rules of the New York Stock Exchange. Career Shares will not be issued or delivered unless and until any then applicable requirements of federal and state laws and regulatory agencies have been fully complied with to the satisfaction of Artisan.
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11.
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Entire Agreement. This Award Agreement, together with any career share award certificates, and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between the Company and Grantee with respect to such subject matter.
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12.
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Notices. Any notice required to be given to Artisan under the terms of this Award Agreement will be in writing or email and be delivered to Artisan’s Chief Legal Officer. Any notice required to be given to Grantee will be in writing or email and delivered to the address or addresses last maintained in the Company’s records.
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13.
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Binding Effect. Any action taken or decision made in good faith by the Compensation Committee of the Board of Directors of Artisan in connection with the construction, administration or interpretation of this Award Agreement will lie within its sole and absolute discretion and will be final, conclusive and binding on Grantee and all persons claiming under or through Grantee.
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14.
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Choice of Forum. As a condition to Grantee’s receipt of the Career Shares, Grantee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in Delaware over any suit, action or proceeding arising out of or relating to the Plan or this Award Agreement.
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15.
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Governing Law. This Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflict of laws.
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16.
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Electronic Delivery and Signature. Artisan may, in its sole discretion, deliver this Award Agreement, the Plan or any other documents related to the Career Shares by electronic means and request Grantee’s agreement to the terms thereof by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.
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Artisan Partners Asset Management Inc.
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Grantee
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By:
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Title:
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1.
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The Plan. Awards of Restricted Shares are made pursuant to the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings as used or defined in the Plan.
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2.
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Forfeiture. Subject to Section 3 and the terms of any employment, severance or similar agreement between Grantee and the Company, if Grantee’s Employment with the Company terminates for any reason prior to a vesting date, any then unvested Restricted Shares shall be automatically forfeited and the Company shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement.
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3.
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Acceleration.
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(a)
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Change in Control: Upon a Change in Control, any outstanding Restricted Shares will immediately vest in full, provided that if Grantee is a named executive officer of Artisan those outstanding Restricted Shares will be treated in accordance with the terms of the Plan.
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(b)
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Death or Disability: Upon termination of Grantee’s employment with the Company by reason of death or Disability, the Restricted Shares will vest in full as of the date of such termination. For purposes of this Award Agreement, “Disability” means Grantee’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period aggregating 180 days within any continuous period of 365 days by reason of physical or mental incapacity.
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4.
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Issuance and Delivery. Artisan may issue stock certificates or evidence Grantee’s interest in Restricted Shares by using a book entry account with Artisan’s transfer agent. Upon the vesting of Restricted Shares, Artisan will cause to be delivered to Grantee shares of Common Stock free from risk of forfeiture (but still bearing and/or subject to any other legends that may be required by Artisan).
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5.
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Non-Transferability. Prior to vesting, Restricted Shares may not be sold, transferred, assigned, pledged, hedged or otherwise disposed of in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, transfer, assign, pledge, hedge or otherwise dispose of the Restricted Shares in violation of this Award Agreement shall be void and of no effect.
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6.
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Privileges of Share Ownership. Subject to Sections 4 and 5, effective upon the applicable Grant Date, Grantee shall have all rights of a shareholder of Artisan with respect to the Restricted Shares granted on that Grant Date, including voting rights and rights to dividends. For the avoidance of doubt, Grantee shall have no rights with respect to any forfeited shares. Notwithstanding the foregoing, the Restricted Shares are subject to the Stockholders Agreement, dated as of March 12, 2013 (the “Stockholders Agreement”), including the irrevocable voting proxy included therein. IF GRANTEE IS NOT ALREADY A PARTY TO THE STOCKHOLDERS AGREEMENT, THEN, AS A CONDITION TO GRANTEE’S RECEIPT OF RESTRICTED SHARES, GRANTEE SHALL EXECUTE A JOINDER TO THE STOCKHOLDERS AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO ARTISAN.
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7.
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Restrictive Covenants. GRANTEE AGREES TO BE SUBJECT TO THE RESTRICTIVE COVENANTS SET FORTH IN APPENDIX A TO THIS AWARD AGREEMENT.
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8.
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Section 83(b) Election. Grantee hereby acknowledges that Grantee has been informed that, with respect to the grant of Restricted Shares, if Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income to Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by Grantee at the time the Restricted Shares vest. Grantee is hereby encouraged to seek the advice of Grantee’s own tax consultants in connection with the advisability of filing the Election. GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION GENERALLY WILL NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT ARTISAN’S TO TIMELY FILE THE ELECTION, EVEN IF GRANTEE REQUESTS ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE MUST NOTIFY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION.
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9.
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Tax Withholding. In connection with vesting or an Election, Grantee will pay, or otherwise provide for to the satisfaction of the Company, any applicable federal, state and local tax and social security withholding obligations of the Company. At its sole discretion, in connection with a vesting, Artisan may provide and/or require for payment by Grantee of withholding taxes through either (i) cash payment or (ii) remitting to Artisan shares of Common Stock with a fair market value (determined as of the date of vesting), in either case in an amount equal to the statutory minimum amount of taxes required to be withheld. In the latter case, without any further action by Grantee, Artisan will cause its transfer agent to deduct the shares of Common Stock to be remitted from the shares of Common Stock held of record by the Grantee (“Net Share Settle”). If Grantee shall fail to make such payment or otherwise satisfy such obligations, the Company shall, to the extent permitted by law, have the right (but not the obligation) to withhold delivery of vesting shares and/or deduct from any payment of any kind otherwise due to Grantee any federal, state or local tax and social security withholding obligations with
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10.
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Compliance with Securities Laws. The issuance and delivery of Restricted Shares shall be subject to compliance by Artisan and Grantee with all applicable requirements under federal and state securities laws and with all applicable rules of the New York Stock Exchange. Restricted Shares will not be issued or delivered unless and until any then applicable requirements of federal and state laws and regulatory agencies have been fully complied with to the satisfaction of Artisan.
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11.
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Entire Agreement. This Award Agreement, together with any restricted share award certificates, and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between the Company and Grantee with respect to such subject matter.
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12.
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Notices. Any notice required to be given to Artisan under the terms of this Award Agreement will be in writing or email and be delivered to Artisan’s Chief Legal Officer. Any notice required to be given to Grantee will be in writing or email and delivered to the address or addresses last maintained in the Company’s records.
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13.
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Binding Effect. Any action taken or decision made in good faith by the Compensation Committee of the Board of Directors of Artisan in connection with the construction, administration or interpretation of this Award Agreement will lie within its sole and absolute discretion and will be final, conclusive and binding on Grantee and all persons claiming under or through Grantee.
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14.
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Choice of Forum. As a condition to Grantee’s receipt of the Restricted Shares, Grantee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in Delaware over any suit, action or proceeding arising out of or relating to the Plan or this Award Agreement.
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15.
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Governing Law. This Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflict of laws.
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16.
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Electronic Delivery and Signature. Artisan may, in its sole discretion, deliver this Award Agreement, the Plan and any other documents related to the Restricted Shares by electronic means and request Grantee’s agreement to the terms thereof by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.
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Artisan Partners Asset Management Inc.
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Grantee
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By:
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Title:
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Grant Date
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Restricted Shares Granted
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Vesting Dates
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20% of each award vests on:
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[Month Date] of:
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Year, Year, Year, Year, Year
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[Month Date] of:
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Year, Year, Year, Year, Year
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[Month Date] of:
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Year, Year, Year, Year, Year
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[Month Date] of:
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Year, Year, Year, Year, Year
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1.
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Definitions. For purposes of this Appendix A:
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•
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Any client of the Artisan Group (i) for which Grantee provided services (such as investment management or relationship management services) on behalf of the Artisan Group during the 12 months preceding Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.
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•
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Any investor in a mutual fund, UCITS fund, private fund or other pooled investment vehicle advised, promoted, or sponsored by the Artisan Group (each, an “Artisan Pooled Vehicle”) (i) for which investor the Grantee provided services (such as investment management services to the relevant Artisan Pooled Vehicle or relationship management services) on behalf of the Artisan Group during the 12 months preceding Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.
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•
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Any employee, partner or director of a financial intermediary, financial adviser or planner, consultant or broker-dealer (each, a “Client Intermediary”) (i) to whom the Grantee provided services (such as investment management or relationship management services) on behalf of the Artisan Group during the 12 months preceding the Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.
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2.
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Non-Competition. If during any portion of Grantee’s Employment with the Company Grantee is or was an Executive Officer of Artisan or a decision-making portfolio manager (meaning he or she has or had investment discretion) with respect to any client accounts, then the terms and conditions of this Section 2 shall apply. As a necessary measure to protect the confidential trade secrets and proprietary information of the Artisan Group, Grantee agrees that during the Restricted Period he or she will not, directly or indirectly, (i) hold an equity, voting or profit participation interest in a Competitive Enterprise (other than a 5% or less interest in a publicly traded entity which is only held for passive investment purposes); (ii) provide Restricted Services anywhere in the Territory to a Competitive Enterprise; or (iii) manage or supervise personnel engaged in providing Restricted Services anywhere in the Territory on behalf of a Competitive Enterprise. As it relates to the practice of law, the terms of this Section 2 and the terms of any other similar provision agreed to by the parties hereto shall be binding and effective upon Grantee only to the extent permissible under the Rules of Professional Conduct or any other professional or ethical rules governing the practice of law that Grantee may be subject to. Further, the prohibitions in this Section 2 shall not apply to Grantee’s management, without compensation, of the investments of the Grantee or members of the Grantee’s family or a trust or similar vehicle for the benefit of any of the foregoing.
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3.
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Non-Solicitation of Clients and Prospective Clients. Grantee agrees that during the Restricted Period he or she will not induce or attempt to induce any Artisan Client or Artisan Prospective Client to use the investment management services (including by way of investing in a mutual fund, UCITS fund or other pooled investment vehicle) of any person or entity other than the Artisan Group or to cease using the investment management services (including any Artisan Pooled Vehicle) of the Artisan Group. The prohibitions in this Section 3 shall not apply to (i) Grantee’s management, without compensation, of the investments of the Grantee or members of the Grantee’s family or a trust or similar vehicle for the benefit of any of the foregoing, or (ii) the provision of services by Grantee to a business enterprise solely because such business enterprise engages in general advertising and solicitation efforts that may or do reach an Artisan Client.
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4.
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Non-Solicitation of Restricted Persons.
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(a)
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Non-Solicitation of Restricted Persons. Grantee agrees that during the Restricted Period he or she will not directly or indirectly solicit or attempt to solicit any Restricted Person to terminate employment for the purpose of engaging in, or starting a business which engages in, a Competitive Enterprise.
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(b)
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No Hire of Restricted Persons. To the extent not prohibited by local or state laws, Grantee agrees that during the Restricted Period he or she will not hire, employ or otherwise use the services of a Restricted Person.
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(c)
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With respect to Sections 4(a) and 4(b) above, the parties hereto agree that it shall be conclusively presumed to have resulted from an impermissible solicitation, and therefore it shall be a deemed violation of such section, if during the Restricted Period, the Grantee and one or more persons who was an Artisan portfolio manager (including associate or co-portfolio manager) at any time within the period of 18 months prior to termination of the Grantee’s Employment, become employed by either the same employer or an affiliate thereof, or otherwise become affiliated as partners, contractors or other personal service providers with an entity together with its affiliates, to provide Restricted Services for the benefit of a Competitive Enterprise or any affiliate of a Competitive Enterprise.
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5.
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Included Actions. Grantee shall be deemed to have taken any action which is prohibited by this Appendix A and to be in violation of this Appendix A if Grantee takes such action directly or indirectly, or if it is taken by any person or entity with whom Grantee is associated as an employee, independent contractor, consultant, agent, partner, member, proprietor, owner, stockholder, officer, director, or trustee, or by any person or entity directly or indirectly controlled by, controlling or under common control with Grantee.
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6.
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Injunctive Relief; Enforceability of Restrictive Covenants. Grantee acknowledges that irreparable injury may result to the Artisan Group if Grantee breaches the provisions of this Appendix A and agrees that the Artisan Group will be entitled, in addition to all other legal remedies available to the Artisan Group, to an injunction or other equitable relief by any court of competent jurisdiction to prevent or restrain any breach of this Appendix A. The parties hereto acknowledge that the restrictions on Grantee imposed by this Appendix A are reasonable in both duration and geographic scope and in all other respects for the protection of the Artisan Group, and its business, goodwill, and property rights. Grantee acknowledges that the restrictions imposed in this Appendix A will not prevent Grantee from earning a living in the event of, and after, the end of Grantee’s Employment. Grantee further acknowledges
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7.
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Severability. Should any provision of this Appendix A be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Appendix A shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Appendix A. The parties agree that any such court is expressly authorized to modify any such unenforceable provision, whether by revising or deleting the offending provision, or by making such other modifications to this Appendix A as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Appendix A as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Appendix A be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Appendix A shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.
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8.
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Survival of Provisions. The obligations contained in this Appendix A will survive, and will remain fully enforceable after, the vesting of any and all shares awarded pursuant to this Award Agreement, any termination of this Award Agreement, and the termination of the Grantee’s Employment for any reason.
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1.
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The Plan. Awards of Career Shares are made pursuant to the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings as used or defined in the Plan.
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2.
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Forfeiture. Subject to Sections 3 and 4 and the terms of any employment, severance or similar agreement between Grantee and the Company, if Grantee’s Employment with the Company terminates for any reason prior to vesting, any then unvested Career Shares shall be automatically forfeited and the Company shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement.
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3.
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Vesting upon Qualifying Retirement. Provided that Grantee (i) has given the Company at least one-year advance written notice of intention to retire and (ii) has attained at least ten years of service with the Company as of the retirement date, the Career Shares eligible to vest under any applicable Vesting Eligibility Schedule (as set forth in Schedule 1 to this Award Agreement or in any career share award certificates) will vest on Grantee’s retirement date. If during any portion of Grantee’s Employment with the Company, Grantee is or was an Executive Officer of Artisan or a decision-making portfolio manager (meaning he or she has or had investment discretion) with respect to any client accounts, then the advance written notice required under clause (i) of this Section 3 shall be 18-month advance written notice of intention to retire. Any shares not eligible to vest under the applicable Vesting Eligibility Schedule as of the retirement date shall be automatically forfeited on the retirement date.
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4.
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Acceleration.
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(a)
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Change in Control: Upon a Change in Control, any outstanding Career Shares will immediately vest in full, provided that if Grantee is a named executive officer of Artisan those outstanding Career Shares will be treated in accordance with the terms of the Plan.
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(b)
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Death or Disability: Notwithstanding any other provision in this Agreement, upon termination of Grantee’s employment with the Company by reason of death or Disability, the Career Shares will vest in full as of the date of such termination. For purposes of this Award Agreement, “Disability” means Grantee’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period aggregating 180 days within any continuous period of 365 days by reason of physical or mental incapacity.
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(c)
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Termination without Cause: If, on or after the fifth anniversary of a Grant Date (as set forth in Schedule 1 to this Award Agreement or any career share award certificates), (i) the Company terminates the Employment of Grantee without Cause and (ii) Grantee has attained at least ten years of service with the Company as of the date of termination of Employment, those Career Shares granted five years or more ago will vest in full as of the date of such termination. In any dispute over whether the Company terminated the Employment of Grantee without Cause, the burden shall be on the Grantee to prove that the Company’s purpose in terminating the Employment of Grantee was without Cause.
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5.
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Issuance and Delivery. Artisan may issue stock certificates or evidence Grantee’s interest in Career Shares by using a book entry account with Artisan’s transfer agent. Upon the vesting of Career Shares, Artisan will cause to be delivered to Grantee shares of Common Stock free from risk of forfeiture (but still bearing and/or subject to any other legends that may be required by Artisan).
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6.
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Non-Transferability. Prior to vesting, Career Shares may not be sold, transferred, assigned, pledged, hedged or otherwise disposed of in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, transfer, assign, pledge, hedge or otherwise dispose of the Career Shares in violation of this Award Agreement shall be void and of no effect.
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7.
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Privileges of Share Ownership. Subject to sections 5 and 6, effective upon the applicable Grant Date, Grantee shall have all rights of a shareholder of Artisan with respect to the Career Shares granted on that Grant Date, including voting rights and rights to dividends. For the avoidance of doubt, Grantee shall have no rights with respect to any forfeited shares, including shares (if any) forfeited as of Grantee’s retirement date because such shares were not eligible to vest under the applicable Vesting Eligibility Schedule. Notwithstanding the foregoing, the Career Shares are subject to the Stockholders Agreement, dated as of March 12, 2013 (the “Stockholders Agreement”), including the irrevocable voting proxy included therein.
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8.
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Section 83(b) Election. Grantee hereby acknowledges that Grantee has been informed that, with respect to the grant of Career Shares, if Grantee is filing a U.S. federal income tax return for the year in which the grant of Career Shares occurs, Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Career Shares on the Grant Date. This will result in recognition of taxable income to Grantee on the Grant Date, equal to the Fair Market Value of the Career Shares on such date. Absent an Election, taxable income will be measured and recognized by Grantee at the time the Career Shares vest. Grantee is hereby encouraged to seek the advice of Grantee’s own tax consultants in connection with the advisability of filing the Election. GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION GENERALLY WILL NOT BE RECOVERED IF THE CAREER SHARES ARE FORFEITED TO ARTISAN. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT ARTISAN’S TO TIMELY FILE THE ELECTION, EVEN IF GRANTEE REQUESTS ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE MUST NOTIFY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION.
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9.
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Tax Withholding. In connection with vesting or an Election, Grantee will pay, or otherwise provide for to the satisfaction of the Company, any applicable federal, state and local tax and social security withholding obligations of the Company. At its sole discretion, in connection with a vesting, Artisan may provide and/or require for payment by Grantee of withholding taxes through either (i) cash payment or (ii) remitting to Artisan shares of Common Stock with a fair market value (determined as of the date of vesting), in either case in an amount equal to the statutory minimum amount of taxes required to be withheld. In the latter case, without any further action by Grantee, Artisan will cause its transfer agent to deduct the shares of Common Stock to be remitted from the shares of Common Stock held of record by the Grantee (“Net Share Settle”). If Grantee shall fail to make such payment or otherwise satisfy such obligations, the Company shall, to the extent permitted by law, have the right (but not the obligation) to withhold delivery of vesting shares and/or deduct from any payment of any kind otherwise due to Grantee any federal, state or local tax and social security withholding obligations with respect to the Career Shares. Notwithstanding the foregoing, if at the time of vesting Grantee is a named executive officer of Artisan for whom the Company has withholding obligations, Grantee will be required to Net Share Settle, unless another method is specifically approved by the Compensation Committee of the Board of Directors of Artisan.
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10.
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Compliance with Securities Laws. The issuance and delivery of Career Shares shall be subject to compliance by Artisan and Grantee with all applicable requirements under federal and state securities laws and with all applicable rules of the New York Stock Exchange. Career Shares will not
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11.
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Entire Agreement. This Award Agreement, together with any career share award certificates, and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between the Company and Grantee with respect to such subject matter.
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12.
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Notices. Any notice required to be given to Artisan under the terms of this Award Agreement will be in writing or email and be delivered to Artisan’s Chief Legal Officer. Any notice required to be given to Grantee will be in writing or email and delivered to the address or addresses last maintained in the Company’s records.
|
13.
|
Binding Effect. Any action taken or decision made in good faith by the Compensation Committee of the Board of Directors of Artisan in connection with the construction, administration or interpretation of this Award Agreement will lie within its sole and absolute discretion and will be final, conclusive and binding on Grantee and all persons claiming under or through Grantee.
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14.
|
Choice of Forum. As a condition to Grantee’s receipt of the Career Shares, Grantee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in Delaware over any suit, action or proceeding arising out of or relating to the Plan or this Award Agreement.
|
15.
|
Governing Law. This Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflict of laws.
|
16.
|
Electronic Delivery and Signature. Artisan may, in its sole discretion, deliver this Award Agreement, the Plan or any other documents related to the Career Shares by electronic means and request Grantee’s agreement to the terms thereof by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.
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Artisan Partners Asset Management Inc.
|
|
Grantee
|
|
By:
|
|
|
|
Title:
|
|
|
|
Grant Date
|
Career Shares Granted
|
Vesting Eligibility Schedule
|
|
|
|
20% of each award becomes eligible to vest on:
|
|
|
|
[Month Date] of:
|
Year, Year, Year, Year, Year
|
|
|
[Month Date] of:
|
Year, Year, Year, Year, Year
|
|
|
[Month Date] of:
|
Year, Year, Year, Year, Year
|
Grantee:
|
|
[ ]
|
Grant Date:
|
|
[ ]
|
Number of Franchise Shares:
|
|
[ ]
|
Vesting Eligibility Schedule:
|
|
20% of the Franchise Shares will become eligible to vest on [ ] of each of [ ], [ ], [ ], [ ], and [ ].
As provided in the Award Agreement, with certain exceptions (including application of the Franchise Protection Rules), Franchise Shares will vest only after they have become eligible and Grantee has a Qualifying Retirement. There is no proportionate or partial vesting in the period prior to a vesting date.
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Artisan Partners Asset Management Inc.
|
|
Grantee
|
|
By:
|
|
|
|
Title:
|
|
|
|
1.
|
The Plan. Awards of Franchise Shares are made pursuant to the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, from time to time, the “Plan”). Capitalized terms used but not defined in this Award Agreement have the meanings as used or defined in the Plan.
|
2.
|
Forfeiture. Subject to Sections 3 through 5 and the terms of any employment, severance or similar agreement between Grantee and the Company, if Grantee’s Employment with the Company terminates for any reason prior to vesting, any then unvested Franchise Shares shall be automatically forfeited and the Company shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement.
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3.
|
Vesting upon Qualifying Retirement. If Section 4 does not apply and if Grantee (i) has given the Company at least one-year advance written notice of intention to retire and (ii) has attained at least ten years of service with the Company as of the retirement date, the Franchise Shares eligible to vest under any applicable Vesting Eligibility Schedule (as set forth in any franchise share award certificates) will vest on Grantee’s retirement date. Any shares not eligible to vest under the applicable Vesting Eligibility Schedule as of the retirement date shall be automatically forfeited on the retirement date.
|
4.
|
Franchise Protection Rules. If during any portion of Grantee’s Employment with the Company Grantee is or was a decision-making portfolio manager (meaning he or she has or had investment discretion) with respect to any client accounts, then the terms and conditions of this Section 4 shall apply in lieu of the terms and conditions of Section 3.
|
(a)
|
Timing of Vesting. Subject to Section 5, if the conditions of section 4(b) have been satisfied, the number of Franchise Shares calculated under section 4(c) will vest on the 18-month anniversary of Grantee’s retirement date. If the vesting date as determined under the prior sentence would otherwise fall on a day that is prior to the sixth business day of the month, then the vesting date shall be the sixth business day of the month. Any Franchise Shares not vesting at the time provided for in this Section 4(a) shall be automatically forfeited and the Company shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement with respect to the forfeited shares.
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(b)
|
Conditions for Vesting. In order for Franchise Shares to vest under this section 4, (i) the Franchise Shares must be eligible to vest under the applicable Vesting Eligibility Schedule (5-year pro rata
|
(c)
|
Number of Franchise Shares Vesting. The number of Franchise Shares vesting will be calculated as set forth in the following table, where “Cumulative Organic Contraction %” will equal (x) the cumulative net client cash flows of the accounts managed by Grantee’s investment team beginning on the first day of the month of Grantee’s retirement notice and ending on the last day of the month prior to vesting (a 3-year period), divided by (y) the AUM in accounts managed by Grantee’s investment team as of the first day of the month of Grantee’s retirement notice.
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(d)
|
Death after Retirement. If Grantee dies after having satisfied the retirement conditions in (ii) and (iii) of Section 4(b) but prior to the 18-month anniversary of the retirement date, the Franchise Shares eligible to vest as of the retirement date will vest in full as of the date of Grantee’s death.
|
5.
|
Acceleration.
|
(a)
|
Change in Control: Upon a Change in Control, any outstanding Franchise Shares will immediately vest in full.
|
(b)
|
Death or Disability while Employed: Notwithstanding any other provision in this Agreement, upon termination of Grantee’s employment with the Company by reason of death or Disability, the Franchise Shares will vest in full as of the date of such termination. For purposes of this Award
|
(c)
|
Termination without Cause: If, on or after the fifth anniversary of a Grant Date (as set forth in any franchise share award certificate), (i) the Company terminates the Employment of Grantee without Cause and (ii) Grantee has attained at least ten years of service with the Company as of the date of termination of Employment, those Franchise Shares granted five years or more ago will vest in full as of the date of such termination. In any dispute over whether the Company terminated the Employment of Grantee without Cause, the burden shall be on the Grantee to prove that the Company’s purpose in terminating the Employment of Grantee was without Cause.
|
6.
|
Issuance and Delivery. Artisan may issue stock certificates or evidence Grantee’s interest in Franchise Shares by using a book entry account with Artisan’s transfer agent. Upon the vesting of Franchise Shares, Artisan will cause to be delivered to Grantee shares of Common Stock free from risk of forfeiture (but still bearing and/or subject to any other legends that may be required by Artisan).
|
7.
|
Non-Transferability. Prior to vesting, Franchise Shares may not be sold, transferred, assigned, pledged, hedged or otherwise disposed of in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, transfer, assign, pledge, hedge or otherwise dispose of the Franchise Shares in violation of this Award Agreement shall be void and of no effect.
|
8.
|
Privileges of Share Ownership. Subject to sections 6 and 7, effective upon the applicable Grant Date, Grantee shall have all rights of a shareholder of Artisan with respect to the Franchise Shares granted on that Grant Date, including voting rights and rights to dividends. For the avoidance of doubt, Grantee shall have no rights with respect to any forfeited shares, including shares (if any) forfeited as of Grantee’s retirement date because such shares were not eligible to vest under the applicable Vesting Eligibility Schedule. Notwithstanding the foregoing, the Franchise Shares are subject to the Stockholders Agreement, dated as of March 12, 2013 (the “Stockholders Agreement”), including the irrevocable voting proxy included therein.
|
9.
|
Section 83(b) Election. Grantee hereby acknowledges that Grantee has been informed that, with respect to the grant of Franchise Shares, if Grantee is filing a U.S. federal income tax return for the year in which
|
10.
|
Tax Withholding. In connection with vesting or an Election, Grantee will pay, or otherwise provide for to the satisfaction of the Company, any applicable federal, state and local tax and social security withholding obligations of the Company. At its sole discretion, in connection with a vesting, Artisan may provide and/or require for payment by Grantee of withholding taxes through either (i) cash payment or (ii) remitting to Artisan shares of Common Stock with a fair market value (determined as of the date of vesting), in either case in an amount equal to the statutory minimum amount of taxes required to be withheld. In the latter case, without any further action by Grantee, Artisan will cause its transfer agent to deduct the shares of Common Stock to be remitted from the shares of Common Stock held of record by the Grantee. If Grantee shall fail to make such payment or otherwise satisfy such obligations, the Company shall, to the extent permitted by law, have the right (but not the obligation) to withhold delivery of vesting shares and/or deduct from any payment of any kind otherwise due to Grantee any federal, state or local tax and social security withholding obligations with respect to the Franchise Shares. Notwithstanding the foregoing, if at the time of vesting Grantee is a named executive officer of Artisan for whom the Company has withholding obligations, Grantee will be required to Net Share Settle, unless another method is specifically approved by the Compensation Committee of the Board of Directors of Artisan.
|
11.
|
Compliance with Securities Laws. The issuance and delivery of Franchise Shares shall be subject to compliance by Artisan and Grantee with all applicable requirements under federal and state securities laws and with all applicable rules of the New York Stock Exchange. Franchise Shares will not be issued or delivered unless and until any then applicable requirements of federal and state laws and regulatory agencies have been fully complied with to the satisfaction of Artisan.
|
12.
|
Entire Agreement. This Award Agreement, together with any franchise share award certificates, and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between the Company and Grantee with respect to such subject matter.
|
13.
|
Notices. Any notice required to be given to Artisan under the terms of this Award Agreement will be in writing or email and be delivered to Artisan’s Chief Legal Officer. Any notice required to be given
|
14.
|
Binding Effect. Any action taken or decision made in good faith by the Compensation Committee of the Board of Directors of Artisan in connection with the construction, administration or interpretation of this Award Agreement will lie within its sole and absolute discretion and will be final, conclusive and binding on Grantee and all persons claiming under or through Grantee.
|
15.
|
Choice of Forum. As a condition to Grantee’s receipt of the Franchise Shares, Grantee hereby irrevocably submits to the exclusive jurisdiction of any state or federal court located in Delaware over any suit, action or proceeding arising out of or relating to the Plan or this Award Agreement.
|
16.
|
Governing Law. This Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflict of laws.
|
17.
|
Electronic Delivery and Signature. Artisan may, in its sole discretion, deliver this Award Agreement, the Plan or any other documents related to the Franchise Shares by electronic means and request Grantee’s agreement to the terms thereof by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.
|
Artisan Partners Asset Management Inc.
|
|
Grantee
|
|
By:
|
|
|
|
Title:
|
|
|
|
By:
|
/s/ Sarah A. Johnson
|
|
|
|
|
|
|
|
Fund
|
|
Annual
Rate of Fee
|
|
Asset Base
|
Original
Effective
Date of Agreement
|
Initial Term
End Date
|
Developing World Fund
|
|
1.050%
1.025%
1.000%
0.975%
0.950%
|
|
up to $1 billion
$1 billion up to $2 billion
$2 billion up to $3.5 billion
$3.5 billion up to $5 billion
over $5 billion
|
May 12, 2015
|
May 12, 2017
|
Emerging Markets Fund
|
|
1.000%
0.975%
0.950%
0.925%
0.900%
|
|
up to $1 billion
$1 billion up to $2 billion
$2 billion up to $3.5 billion
$3.5 billion up to $5 billion
over $5 billion
|
March 12, 2014
|
June 30, 2015
|
Global Discovery Fund
|
|
0.975%
0.950%
0.925%
0.900%
0.875%
|
|
up to $1 billion
$1 billion up to $2 billion
$2 billion up to $3.5 billion
$3.5 billion up to $5 billion
over $5 billion
|
August 18, 2017
|
August 18, 2019
|
Global Equity Fund
|
|
1.000%
0.975%
0.950%
0.925%
0.900%
|
|
up to $1 billion
$1 billion up to $4 billion
$4 billion up to $8 billion
$8 billion up to $12 billion
over $12 billion
|
March 12, 2014
|
June 30, 2015
|
Global Opportunities Fund
|
|
0.900%
0.875%
0.850%
0.825%
0.800%
|
|
up to $1 billion
$1 billion up to $4 billion
$4 billion up to $8 billion
$8 billion up to $12 billion
over $12 billion
|
March 12, 2014
|
June 30, 2015
|
Global Value Fund
|
|
1.000%
0.975%
0.950%
0.925%
0.900%
|
|
up to $1 billion
$1 billion up to $4 billion
$4 billion up to $8 billion
$8 billion up to $12 billion
over $12 billion
|
March 12, 2014
|
June 30, 2015
|
High Income Fund
|
|
0.725%
0.700%
0.675%
0.650%
0.625%
|
|
up to $1 billion
$1 billion up to $2 billion
$2 billion up to $3.5 billion
$3.5 billion up to $10 billion
over $10 billion
|
March 12, 2014
|
June 30, 2015
|
International Fund
|
|
1.000%
0.975%
0.950%
0.925%
0.900%
|
|
up to $500 million
$500 million up to $750 million
$750 million up to $1 billion
$1 billion up to $12 billion
over $12 billion
|
March 12, 2014
|
June 30, 2015
|
International Small Cap Fund
|
|
1.050%
1.025%
1.000%
0.975%
0.950%
|
|
up to $2 billion
$2 billion up to $3 billion
$3 billion up to $4 billion
$4 billion up to $5 billion
over $5 billion
|
March 12, 2014
|
June 30, 2015
|
International Value Fund
|
|
1.000%
0.975%
0.950%
0.925%
|
|
up to $500 million
$500 million up to $750 million
$750 million up to $1 billion
over $1 billion
|
March 12, 2014
|
June 30, 2015
|
Mid Cap Fund
|
|
1.000%
0.975%
0.950%
0.925%
|
|
up to $500 million
$500 million up to $750 million
$750 million up to $1 billion
over $1 billion
|
March 12, 2014
|
June 30, 2015
|
Mid Cap Value Fund
|
|
1.000%
0.975%
0.950%
0.925%
|
|
up to $500 million
$500 million up to $750 million
$750 million up to $1 billion
over $1 billion
|
March 12, 2014
|
June 30, 2015
|
Small Cap Fund
|
|
1.000%
0.975%
0.950%
0.925%
|
|
up to $500 million
$500 million up to $750 million
$750 million up to $1 billion
over $1 billion
|
March 12, 2014
|
June 30, 2015
|
Thematic Fund
|
|
1.000%
0.975%
0.950%
0.925%
0.900%
|
|
up to $1 billion
$1 billion up to $2 billion
$2 billion up to $3.5 billion
$3.5 billion up to $5 billion
over $5 billion
|
February 16, 2017
|
February 16, 2019
|
Value Fund
|
|
0.800%
0.760%
0.720%
0.680%
0.640%
|
|
up to $50 million
$50 million up to $ 100 million
$100 million up to $500 million
$500 million up to $7.5 billion
over $7.5 billion
|
March 12, 2014
|
June 30, 2015
|
By:
|
/s/ Sarah A. Johnson
|
Name
|
|
Jurisdiction of Incorporation/Organization
|
|
Artisan Partners Holdings LP
|
|
Delaware
|
|
Artisan Partners Distributors LLC
|
|
Wisconsin
|
|
Artisan Investments GP LLC
|
|
Delaware
|
|
Artisan Partners Limited Partnership
|
|
Delaware
|
|
Artisan Partners Asia-Pacific PTE Ltd.
|
|
Singapore
|
|
Artisan Partners Limited
|
|
United Kingdom
|
|
Artisan Partners II Limited
|
|
United Kingdom
|
|
Artisan Partners UK LLP
|
|
United Kingdom
|
|
Artisan Partners Services LLC
|
|
Delaware
|
|
Artisan Partners Australia Pty Ltd.
|
|
Australia
|
|
Artisan Partners Canada Holdings LLC
|
|
Delaware
|
|
Artisan Partners Canada ULC
|
|
Canada
|
|
Artisan Credit Opportunities GP LLC
|
|
Delaware
|
|
Artisan Credit Opportunities Master Fund LP
|
|
Cayman Islands
|
|
Artisan Credit Opportunities Fund LP
|
|
Delaware
|
|
Artisan Credit Opportunities Offshore Fund Ltd
|
|
Cayman Islands
|
|
Credit Team Holdco LLC
|
|
Delaware
|
|
Artisan Thematic GP LLC
|
|
Delaware
|
|
Artisan Thematic Master Fund LP
|
|
Cayman Islands
|
|
Artisan Thematic Fund LP
|
|
Delaware
|
|
Artisan Thematic Offshore Fund Ltd
|
|
Cayman Islands
|
|
Thematic Team Holdco LLC
|
|
Delaware
|
|
Artisan Partners Europe Holdings LLC
|
|
Delaware
|
|
APEL Financial Distribution Services Ltd.
|
|
Ireland
|
|
Artisan Partners International Holdings LLC
|
|
Delaware
|
|
Artisan Partners GP LLC
|
|
Delaware
|
|
Artisan Sustainable Emerging Markets Fund LP
|
|
Delaware
|
1.
|
I have reviewed this report on Form 10-K of Artisan Partners Asset Management Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
/s/ Eric R. Colson
|
Eric R. Colson
President, Chief Executive Officer and Chairman of the Board
(principal executive officer)
|
1.
|
I have reviewed this report on Form 10-K of Artisan Partners Asset Management Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
/s/ Charles J. Daley, Jr.
|
Charles J. Daley, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|
•
|
The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Eric R. Colson
|
Eric R. Colson
President, Chief Executive Officer and Chairman of the Board
(principal executive officer)
|
•
|
The Annual Report on Form 10-K of the Company for the annual period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Form 10-K”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Charles J. Daley, Jr.
|
Charles J. Daley, Jr.
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial and accounting officer)
|