T. Rowe Price (NASDAQ: TROW) details director, pay and auditor votes

Rhea-AI Filing Summary

T. Rowe Price Group, Inc. reported the voting results from its annual stockholder meeting held on May 7, 2026. Shares eligible to vote totaled 217,605,891 as of the February 20, 2026 record date.

Stockholders voted on the election of 13 director nominees, each receiving over 139 million votes "for," with individual support levels ranging from 139,842,488 to 150,167,337. The report also lists against, abstain, and broker non-vote counts for each nominee.

In an advisory vote on compensation for named executive officers, 135,094,531 votes were cast "for," 20,453,712 "against," and 839,842 "abstain," with 24,795,755 broker non-votes. A proposal regarding the ratification of KPMG LLP as independent registered public accounting firm for 2026 received 168,714,625 votes "for," 12,282,198 "against," and 187,017 "abstain."

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

Shares eligible to vote: 217,605,891 shares Executive pay advisory votes for: 135,094,531 votes Executive pay advisory votes against: 20,453,712 votes +3 more

6 metrics

Shares eligible to vote 217,605,891 shares Record date February 20, 2026

Executive pay advisory votes for 135,094,531 votes Advisory compensation proposal at 2026 annual meeting

Executive pay advisory votes against 20,453,712 votes Advisory compensation proposal at 2026 annual meeting

Auditor ratification votes for KPMG LLP 168,714,625 votes Proposal to ratify KPMG as 2026 independent auditor

Auditor ratification votes against 12,282,198 votes Proposal to ratify KPMG as 2026 independent auditor

Highest director "for" votes 150,167,337 votes Director nominee Richard R. Verma in Proposal 1

Key Terms

Broker Non-Vote, advisory vote, independent registered public accounting firm, record date

4 terms

Broker Non-Vote financial

"Nominee | For | Against | Abstain | Broker Non-Vote"

advisory vote financial

"Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

record date financial

"Shares eligible to vote were 217,605,891 at the record date of February 20, 2026."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Understanding 8-K Material Events →

0001113169falsePRICE T ROWE GROUP INC00011131692026-05-112026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

T. Rowe Price Group, Inc.

(Exact name of registrant as specified in its charter)

Maryland			000-32191			52-2264646
(State of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1307 Point Street, Baltimore, Maryland 21231

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (410) 345-2000

____________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.20

TROW

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)

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

                                        Emerging growth company ☐

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

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

The annual meeting of our stockholders was held on May 7, 2026. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 17, 2026. Shares eligible to vote were 217,605,891 at the record date of February 20, 2026.

The tabulation of votes for each proposal voted on by stockholders was as follows:

Proposal 1 - Election of Directors

Nominee						For						Against						Abstain						Broker Non-Vote
Glenn R. August						149,518,197						3,563,421						3,306,467						24,795,755
Mark S. Bartlett						147,953,810						8,002,093						432,182						24,795,755
William P. Donnelly						148,812,373						4,551,364						3,024,348						24,795,755
Dina Dublon						148,509,080						4,863,793						3,015,212						24,795,755
Allan C. Golston						148,701,622						4,269,549						3,416,914						24,795,755
Robert F. MacLellan						143,396,650						12,549,970						441,465						24,795,755
Eileen P. Rominger						144,432,162						8,935,357						3,020,566						24,795,755
Robert W. Sharps						139,842,488						13,215,143						3,330,454						24,795,755
Cynthia F. Smith						148,789,066						3,605,664						3,993,355						24,795,755
Robert J. Stevens						147,488,629						5,880,023						3,019,433						24,795,755
Richard R. Verma						150,167,337						3,208,407						3,012,341						24,795,755
Sandra S. Wijnberg						147,592,474						8,342,034						453,577						24,795,755
Alan D. Wilson						148,444,259						6,726,326						1,217,500						24,795,755

Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers

For						Against						Abstain						Broker Non-Vote
135,094,531						20,453,712						839,842						24,795,755

Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026

For						Against						Abstain						Broker Non-Vote
168,714,625						12,282,198						187,017						—

SIGNATURES

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

T. Rowe Price Group, Inc.

By: /s/ David Oestreicher

Vice President, General Counsel and Secretary

Date: May 11, 2026

FAQ

What did TROW report from its 2026 annual stockholder meeting?

T. Rowe Price Group reported detailed vote results from its May 7, 2026 annual meeting. Stockholders voted on 13 director nominees, an advisory executive compensation proposal, and a proposal regarding KPMG LLP as independent registered public accounting firm for 2026.

How many TROW shares were eligible to vote at the 2026 meeting?

At the 2026 annual meeting, 217,605,891 T. Rowe Price Group shares were eligible to vote as of the February 20, 2026 record date. This figure represents the total voting power considered when tabulating results for all proposals.

What were the TROW director election vote totals in 2026?

Each of the 13 director nominees received at least 139,842,488 votes "for" and up to 150,167,337. The filing also reports specific "against," "abstain," and broker non-vote counts for every nominee, indicating detailed support levels across the board.

How did TROW stockholders vote on executive compensation in 2026?

In the advisory vote on compensation for named executive officers, T. Rowe Price stockholders cast 135,094,531 votes "for," 20,453,712 "against," and 839,842 "abstain," with 24,795,755 broker non-votes. This proposal is non-binding but provides feedback on pay practices.

What were the 2026 KPMG auditor ratification vote results for TROW?

For the proposal to ratify KPMG LLP as independent registered public accounting firm for 2026, stockholders cast 168,714,625 votes "for," 12,282,198 "against," and 187,017 "abstain." There were no broker non-votes reported on this auditor-related proposal.

Which audit firm did TROW list as independent public accountant for 2026?

The company listed KPMG LLP in a proposal to ratify its appointment as T. Rowe Price Group’s independent registered public accounting firm for 2026. Stockholders cast separate "for," "against," and "abstain" votes on this auditor ratification item.

Filing Exhibits & Attachments

3 documents

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