Janus Henderson (NYSE: JHG) investors approve directors, pay, buybacks at 2026 AGM

Rhea-AI Filing Summary

Janus Henderson Group plc reported the results of its 2026 Annual General Meeting of Shareholders. All eleven director nominees were elected, each receiving at least 96.2% of votes cast in favor, with most above 98% support.

Shareholders approved increasing the cap on aggregate annual compensation for non-executive directors with 84,723,565 votes for, representing 71.7% of votes cast. The advisory Say-on-Pay resolution for Named Executive Officers’ compensation also passed, receiving 79,001,049 votes for, or 66.8% support.

Investors renewed the Board’s authority to repurchase common stock with 130,748,879 votes for, equal to 99.8% support, and ratified the reappointment and remuneration of PricewaterhouseCoopers LLP as auditor with 130,811,781 votes for, also 99.8% support. Issued share capital at the April 13, 2026 record date was 154,075,608 shares.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director with lowest support: 96.2% For Highest director support: 99.8% For Non-exec pay cap approval: 84,723,565 votes (71.7% For) +4 more

7 metrics

Director with lowest support 96.2% For Election of director Kalpana Desai, Proposal 1.3

Highest director support 99.8% For Election of director Ali Dibadj, Proposal 1.4

Non-exec pay cap approval 84,723,565 votes (71.7% For) Proposal 2, increase cap on non-executive director compensation

Say-on-Pay approval 79,001,049 votes (66.8% For) Proposal 3, advisory vote on executive compensation

Share repurchase authority 130,748,879 votes (99.8% For) Proposal 4, renewal of authority to repurchase common stock

Auditor reappointment 130,811,781 votes (99.8% For) Proposal 5, reappointment of PwC and remuneration

Issued share capital 154,075,608 shares Issued share capital as of April 13, 2026 record date

Key Terms

Annual General Meeting, non-executive directors, Named Executive Officers, Say-on-Pay, +2 more

6 terms

Annual General Meeting governance

"On May 29, 2026, Janus Henderson Group plc held its 2026 Annual General Meeting of Shareholders."

non-executive directors governance

"The proposal to approve an increase in the cap on the aggregate annual compensation for non-executive directors was approved."

Non-executive directors are board members who do not work for the company day-to-day but oversee management, like an independent referee watching a game rather than playing. They matter to investors because they provide impartial checks on executive decisions, help shape long-term strategy, monitor risks and financial reporting, and guard shareholder interests—contributing to better governance and reducing the chance of mismanagement or conflicts of interest.

Named Executive Officers governance

"The proposal to approve the compensation of the Named Executive Officers as disclosed in the Company’s 2026 Proxy Statement was approved."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Say-on-Pay governance

"Proposal 3: Advisory Say-on-Pay Vote on Executive Compensation."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes governance

"Broker Non-Votes figures are listed for each proposal in the vote tables."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Issued Share Capital financial

"Issued Share Capital as at the record date (April 13, 2026): 154,075,608 shares."

Issued share capital is the total value or number of a company's shares that have been created and given to investors, employees or others; think of it as the slices of a cake that have already been cut and distributed. It matters to investors because it determines ownership percentages, potential voting power and how future share sales can dilute existing holdings, affecting share value and control.

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2026

 

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	001-38103	98-1376360
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

201 Bishopsgate		EC2M3AE
London, United Kingdom		(Zip Code)
(Address of principal executive offices)

+44 (0) 20 7818 1818

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Per Share Par Value	JHG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2026, Janus Henderson Group plc (the “Company”) held its 2026 Annual General Meeting of Shareholders. Shareholders voted on the following resolutions and cast their votes as described below. All director nominees were elected (Proposal 1). The proposal to approve an increase in the cap on the aggregate annual compensation for non-executive directors was approved (Proposal 2). The proposal to approve the compensation of the Named Executive Officers as disclosed in the Company’s 2026 Proxy Statement, through a non-binding advisory vote, was approved (Proposal 3). The special resolution to renew the Board’s authority to repurchase its ordinary shares (“common stock”) was approved (Proposal 4). Additionally, shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2026 and authorized the Directors to determine their remuneration (Proposal 5).

Proposal 1: Election of Directors.

Proposal			Nominee		For				% For				Against				Abstain				Broker Non-Votes
1.1			Brian Baldwin			117,787,538				99.6				473,065				77,669				12,800,205
1.2			John Cassaday			117,511,387				99.4				766,372				60,513				12,800,205
1.3			Kalpana Desai			113,768,173				96.2				4,503,531				66,568				12,800,205
1.4			Ali Dibadj			118,089,196				99.8				183,432				65,644				12,800,205
1.5			Kevin Dolan			117,646,304				99.5				630,763				61,205				12,800,205
1.6			Eugene Flood Jr.			116,956,991				98.9				1,314,363				66,918				12,800,205
1.7			Josh Frank			117,714,024				99.5				552,734				71,514				12,800,205
1.8			Alison Quirk			116,809,780				98.8				1,468,178				60,314				12,800,205
1.9			Leslie F. Seidman			117,686,790				99.5				590,246				61,236				12,800,205
1.10			Angela Seymour-Jackson			116,294,615				98.3				1,981,796				61,861				12,800,205
1.11			Anne Sheehan			117,675,342				99.5				600,332				62,598				12,800,205

Proposal 2: Increase aggregate cap for non-executive director compensation.

For				% For				Against				Abstain				Broker Non-Vote
	84,723,565				71.7				33,462,599				152,108				12,800,205

Proposal 3: Advisory Say-on-Pay Vote on Executive Compensation.

For				% For				Against				Abstain				Broker Non-Vote
	79,001,049				66.8				39,198,468				138,755				12,800,205

Proposal 4: Renewal of Authority to Repurchase Common Stock.

For				% For				Against				Abstain				Broker Non-Vote
	130,748,879				99.8				254,159				135,439				0

Proposal 5: Reappointment and Remuneration of Auditors.

For				% For				Against				Abstain				Broker Non-Vote
	130,811,781				99.8				250,756				75,940				0

Note: In tabulating the voting results, only FOR or AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present. Issued Share Capital as at the record date (April 13, 2026): 154,075,608 shares.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Janus Henderson Group plc
Date: June 1, 2026	By:	/s/ Sukh Grewal
		Sukh Grewal
		Chief Financial Officer

3

FAQ

What did Janus Henderson (JHG) shareholders decide at the 2026 AGM?

Shareholders approved all 2026 AGM resolutions, including electing all eleven directors, raising the non-executive director pay cap, backing executive compensation, renewing share repurchase authority, and reappointing PricewaterhouseCoopers LLP as auditor for the 2026 fiscal year.

How strongly were Janus Henderson (JHG) directors supported in the 2026 vote?

Each of the eleven director nominees received very high support, with vote approval levels ranging from 96.2% to 99.8%. This indicates broad shareholder backing for the current board composition and its oversight of the company’s strategy and governance.

Did Janus Henderson (JHG) shareholders approve the Say-on-Pay proposal in 2026?

Yes. The advisory Say-on-Pay proposal on Named Executive Officers’ compensation received 79,001,049 votes for, representing 66.8% support. While lower than some other items, the result still affirms shareholder approval of the executive pay program disclosed.

Was the increase in non-executive director compensation approved at JHG?

Yes. The proposal to increase the cap on aggregate annual compensation for non-executive directors passed with 84,723,565 votes for, or 71.7% support. This gives the company more flexibility in compensating non-executive board members going forward.

Did Janus Henderson (JHG) renew its share repurchase authority in 2026?

Shareholders overwhelmingly renewed the Board’s authority to repurchase common stock, with 130,748,879 votes for and 99.8% support. This authorization allows the company to continue buying back shares when the Board deems it appropriate.

Who is Janus Henderson’s auditor after the 2026 AGM vote?

PricewaterhouseCoopers LLP was reappointed as Janus Henderson’s independent registered public accounting firm for the 2026 fiscal year. Shareholders also authorized the directors to determine the auditor’s remuneration, with 130,811,781 votes for and 99.8% support.

What was Janus Henderson’s issued share capital at the AGM record date?

Issued share capital at the April 13, 2026 record date was 154,075,608 shares. This figure defines the base of eligible shares for voting at the 2026 Annual General Meeting and provides context for the level of turnout on the resolutions.

Filing Exhibits & Attachments

3 documents

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