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1)	elect a Board of thirteen directors;

2)	approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers;

3)	recommend, by a non-binding advisory vote, the frequency of voting by the stockholders on compensation paid by the Company to its Named Executive Officers;

4)	reapprove the material terms and performance criteria for grants of qualified performance-based awards under the 2012 Long-Term Incentive Plan;

5)	approve the 2017 Non-Employee Director Equity Plan;

6)	approve the restated 1986 Employee Stock Purchase Plan, which includes the establishment of a share pool of 3,000,000 shares available for purchase by employees;

7)	ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2017;

8)	consider a stockholder proposal for a report on voting by our funds and portfolios on matters related to climate change, if properly presented at the Annual Meeting;

9)	consider a stockholder proposal for a report on voting by our funds and portfolios on matters related to executive compensation, if properly presented at the Annual Meeting; and

10)	consider a stockholder proposal for a report on employee diversity and related policies and programs, if properly presented at the Annual Meeting.

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1)	elect a Board of thirteen directors;

2)	approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers;

3)	recommend, by a non-binding advisory vote, the frequency of voting by the stockholders on compensation paid by the Company to its Named Executive Officers;

4)	reapprove the material terms and performance criteria for grants of qualified performance-based awards under the 2012 Long-Term Incentive Plan;

5)	approve the 2017 Non-Employee Director Equity Plan;

6)	approve the restated 1986 Employee Stock Purchase Plan, which includes the establishment of a share pool of 3,000,000 shares available for purchase by employees;

7)	ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2017;

8)	consider a stockholder proposal for a report on voting by our funds and portfolios on matters related to climate change; if properly presented at the Annual Meeting;

9)	consider a stockholder proposal for a report on voting by our funds and portfolios on matters related to executive compensation, if properly presented at the Annual Meeting; and

10)	consider a stockholder proposal for a report on employee diversity and related policies and programs, if properly presented at the Annual Meeting.

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▪	determining the compensation of the chief executive officer and other executive officers;

▪	reviewing and approving general salary and compensation policies for the rest of our senior officers;

▪	overseeing the administration of our Annual Incentive Compensation Pool, equity incentive plans, and Employee Stock Purchase Plan;

▪	assisting management in designing new compensation policies and plans; and

▪	reviewing and discussing the Compensation Discussion and Analysis and other compensation disclosures with management.

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▪	Align the interests of our non-employee directors with those of our stockholders;

▪	Provide competitive compensation for service to the Board by our non-employee directors;

▪	Maintain appropriate consistency with our approach to compensation for our executive officers and senior employees; and

▪	Attract and retain a diverse mix of capable and highly qualified directors.

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▪	An annual retainer of $100,000;

▪	A fee of $1,500 for each committee meeting attended;

▪	A fee of $15,000 for the Lead Director;

▪	A fee of $20,000 and $5,000, for the chairperson of the Audit Committee and each Audit Committee member, respectively;

▪	A fee of $10,000 for the chairperson of the Compensation Committee;

▪	A fee of $10,000 for the chairperson of the Nominating and Corporate Governance Committee;

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▪	Directors and all U.S. employees of Price Group and its subsidiaries are eligible to have our sponsored T. Rowe Price Foundation match personal gifts up to an annual limit to qualified charitable organizations. For 2016, non-employee directors were eligible to have up to $10,000 matched;

▪	The reimbursement of reasonable out-of-pocket expenses incurred in connection with their travel to and from, and attendance at each meeting of the Board of Directors and its committees and related activities, including director education courses and materials; and

▪	The reimbursement of spousal travel to and from and participation in events held in connection with the annual joint Price Group and Price Funds' Board of Directors meeting.

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1	Includes only those columns relating to compensation awarded to, earned by, or paid to non-employee directors for their services in 2016. All other columns have been omitted.

2	Represents the aggregate grant date fair value of equity awards granted to each non-employee director in 2016. The grant date fair value of stock awards was measured using the grant-date market price per share of Price Group's common stock. The grant-date fair value of stock options was computed using the Black-Scholes option-pricing model and the following weighted average assumptions:

3

The following table represents the equity awards granted to each of the non-employee directors named above in 2016 and their corresponding grant date fair value as determined by the methodologies discussed in footnote two above. The holders of stock units also receive dividend equivalents in the form of additional vested stock units on each of the Company's dividend payment dates. Fractional shares earned as dividend equivalents have been rounded to the nearest whole share.

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4	The following table represents the aggregate number of equity awards outstanding as of December 31, 2016.

5	Personal gifts matched by our sponsored T. Rowe Price Foundation to qualified charitable organizations.

6	Represents fees for a partial year as Mr. Hebb and Dr. Sommer retired from the Board at the 2016 annual meeting of stockholders and Ms. Wijnberg joined the Board in October 2016.

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▪	lead the Board of Directors in collaboration with the lead director and preside at all meetings of the Board of Directors and stockholders;

▪	establish a schedule of and agenda for meetings of the Board in consultation with the lead director and after input from the president and chief executive officer;

▪	oversee the information provided to the Board at meetings and otherwise;

▪	chair any Executive Committee meetings of the Board;

▪	participate with the lead director in the recruitment of qualified directors;

▪	assist the Nominating and Corporate Governance Committee in the annual assessment of the performance of the Board and its members;

▪	be available for consultation with the president and chief executive officer and provide for appropriate management participation at Board meetings;

▪	respond on behalf of the Board to inquiries from stockholders in consultation with the lead director; and

▪	serve with the lead director as a public spokesman for the Board.

▪	chair Board meetings at which the chairperson is not present;

▪	organize, schedule, chair, and develop topics for discussion at the executive sessions of the independent directors;

▪	act as a liaison between the independent directors and the chairperson, president and chief executive officer, and other management;

▪	be available for consultation with management;

▪	be available to the chief legal officer and respond as necessary to stockholder communications to the Board;

▪	participate in senior officer succession planning;

▪	lead the independent directors in the annual setting of goals for the president and chief executive officer and the annual performance review of the president and chief executive officer;

▪	assist the chairperson in the identification and orientation of new independent directors;

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▪	participate in the appointment of committee chairs and members;

▪	be available as needed for consultation and communication with major shareholders; and

▪	serve as liaison and provide direction to any advisors and consultants retained by the independent directors.

▪	demonstrate unimpeachable character and integrity;

▪	have sufficient time to carry out their duties;

▪	have experience at senior levels in areas of expertise helpful to the Company and consistent with the objective of having a diverse and well-rounded Board; and

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▪	have the willingness and commitment to assume the responsibilities required of a director of the Company.

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1	Based solely on information contained in a Schedule 13G/A filed with the SEC on January 26, 2017, by BlackRock, Inc. Of the 15,990,019 shares beneficially owned, BlackRock, Inc. has sole power to vote or direct the vote of 13,722,542 shares and sole power to dispose or to direct the disposition of 15,990,019 shares.

2	Based solely on information contained in a Schedule 13G filed with the SEC on February 6, 2017, by State Street Corporation. State Street Corporation has shared power to vote or direct the vote and shared power to dispose or direct the disposition of 14,735,542 shares.

3

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 9, 2017, by The Vanguard Group. Of the 17,532,622 shares beneficially owned, The Vanguard Group has sole power to vote or direct the vote of 383,708 shares, sole power to dispose or to direct the disposition of 17,110,156 shares, shared power to vote or direct the vote of 43,239 shares, and shared power to dispose or to direct the disposition of 422,466 shares.

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1	Beneficial ownership of less than one percent is represented by an asterisk (*).

2	Includes 298,898 shares that may be acquired by Mr. Alderson within 60 days upon the exercise of stock options and 262,000 shares held by a member of Mr. Alderson's family.

3	Includes 2,600 unvested restricted stock awards.

4

Includes (i) 133,196 shares that may be acquired by Mr. Bernard within 60 days upon the exercise of stock options, (ii) 279,463 shares held in a family trust, (iii) 60,500 shares held by a member of Mr. Bernard's family, and (iv) 858,842 shares held by trusts for which Mr. Bernard is a trustee and disclaims beneficial ownership. Neither he nor any member of his family has any economic interest in the trusts described in (iv).

5	Includes 2,600 unvested restricted stock awards and 12,880 vested stock units that will be settled in shares of the Company's common stock upon Ms. Bush's separation from the Board.

6	Includes (i) 8,700 shares that may be acquired by Mr. Culp within 60 days upon the exercise of stock options, (ii) 1,123 shares held in a family trust and foundation, (iii) 884 shares held by a family member's trust, and (iv) 2,064 shares held by a limited liability company in which Mr. Culp has an interest and disclaims beneficial ownership.

7	Includes (i) 26,008 shares that may be acquired by Dr. Hrabowski within 60 days upon the exercise of stock options, (ii) 4,751 vested stock units that will be settled in shares of the Company's common stock upon Dr. Hrabowski's separation from the Board, and (iii) 37,148 shares held by a member of Dr. Hrabowski's family.

8	Includes 51,268 shares that may be acquired by Mr. MacLellan within 60 days upon the exercise of stock options and 4,845 vested stock units that will be settled in shares of the Company's common stock upon Mr. MacLellan's separation from the Board.

9	Includes 153,897 shares that may be acquired by Mr. Moreland within 60 days upon the exercise of stock options.

10	Includes (i) 541,479 shares that may be acquired by Mr. Rogers within 60 days upon the exercise of stock options, (ii) 200,000 shares held by a member of Mr. Rogers' family, and (iii) 150,000 shares held in a family trust in which Mr. Rogers disclaims beneficial ownership.

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11	Includes 2,639 stock units that are vested, or will vest within 60 days, and will be settled in shares of the Company's common stock upon Ms. Snowe's separation from the Board.

12	Includes (i) 312,372 shares that may be acquired by Mr. Stromberg within 60 days upon the exercise of stock options, (ii) 400,000 shares held by a limited liability company in which Mr. Stromberg has an interest, and (iii) 96,000 shares held in a family trust for which Mr. Stromberg disclaims beneficial ownership.

13	Includes 28,561 stock units that are vested, or will vest within 60 days, and will be settled in shares of the Company's common stock upon Mr. Taylor's separation from the Board.

14	Includes 187,761 shares that may be acquired by Mr. Veiel within 60 days upon the exercise of stock options and 9,120 unvested restricted stock awards.

15	Includes 41,630 shares that may be acquired by Ms. Whittemore within 60 days upon the exercise of stock options and 10,899 stock units that are vested, or will vest within 60 days, and will be settled in shares of the Company's common stock upon Ms. Whittemore's separation from the Board.

16	Includes 31 vested stock units that will be settled in shares of the Company's common stock upon Ms. Wijnberg's separation from the Board.

17	Includes 7,189 stock units that are vested, or will vest within 60 days, and will be settled in shares of the Company's common stock upon Mr. Wilson's separation from the Board.

18

Includes (i) 2,138,277 shares that may be acquired by all directors and executive officers as a group within 60 days upon the exercise of stock options, (ii) 63,346 unvested restricted stock awards held by certain directors and executive officers, (iii) 71,796 stock units held by eight of the non-employee directors that are vested and will be settled in shares of the Company's common stock upon their separation from the Board, and (iv) 2,512,305 shares held by family members, held in family trusts or limited liability companies of certain executive officers and held by trusts in which certain executive officers are trustees.

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▪	Nearly 86% of our rated Price Funds’ assets under management ended the year with an overall rating of four or five stars from Morningstar.

▪	The performance of our funds and institutional strategies against benchmarks weakened in 2016 in a challenging year for active investment management, but remains very competitive over longer periods.

▪

We continued to expand our investment offerings and capabilities in 2016 for individual and institutional investors with new equity and fixed income strategies, and the launch of new investment vehicles to support evolving client demand. We introduced four new equity funds, including three that use a quantitative management style and the Global Consumer Fund. We also added a new fixed income fund, the Total Return fund, and one new money market fund in 2016. We added an I-Class share to additional existing Price Funds and launched our suite of open ended investment company funds for distribution through UK intermediaries.

▪	Our client service ratings all across our distribution channels remain high and generally above industry benchmarks.

▪

We resolved the Dell appraisal rights matter in 2016. We paid certain of our clients $166.2 million to compensate them for the denial of their appraisal rights in connection with the 2013 leveraged buyout of Dell. We made claims with our insurance carriers, and on December 30, 2016, entered into an agreement to recover $100 million for coverage of this claim. As of Remaining insurance claims filed with respect to this matter that could result in an additional recovery of up to $50 million were pending as of December 31, 2016.

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▪	We continued to strengthen and build more depth in our teams by hiring highly qualified professionals around the globe. We

▪	We completed the transition of William J. Stromberg to his current role as president and chief executive officer, broadened the management committee with several new appointments, and transitioned new leaders in our asset allocation, human resources and technology business units.

▪

We planned and announced Brian C. Rogers' retirement as Chief Investment Officer (CIO) and his continuation on our Board of Directors as the non-executive chair. We named the following six senior investment leaders as CIOs to represent the firm's broad investment platform: Henry M. Ellenbogen will be CIO, U.S. Equity Growth; David R. Giroux will be CIO, U.S. Equity Multi-Discipline; John D. Linehan will be CIO, U.S. Equity Value; Robert W. Sharps will be Group CIO, with responsibility for coordinating the activities of the team; Justin Thomson will be CIO, International Equity; and Mark J. Vaselkiv will be CIO, Fixed Income.

▪	We are nearing completion of the integration of our operations functions into the distribution teams which they support to enhance end-to-end accountability.

▪

We developed and began executing on strategic initiatives that are designed to strengthen our long-term competitive position and can be categorized into three broad areas: introducing new investment strategies and vehicles, enhancing client engagement capabilities in each of our distribution channels, and strengthening our technology platform to improve client experiences and achieve long-term cost efficiencies.

▪	We continue the build out of our sales and client service teams across channels and geographies. Despite the difficult sales environment for active investment managers, initial results showed good early progress.

▪	We continued the transition of certain fund accounting and portfolio recordkeeping systems to BNY Mellon while maintaining above-target quality rates over the first-year of the relationship.

▪	We continued to deepen and broaden our enterprise risk management infrastructure and governance in the face of increasing regulation and business complexity.

▪	Most of these initiatives required up-front investments and expense which impacted our net financial performance.

▪

In 2016, headwinds from the industry trend towards passive investing and the impact from our own closed strategies due to investment capacity constraints, continued to limit our organic growth as we experienced net cash outflows of $2.8 billion. Market appreciation and income, net of distributions not reinvested, added $50.5 billion to our assets under management, which ended 2016 at $810.8 billion. Average assets under management increased 1.3%, as most of the equity market gains occurred late in the year. Accordingly, our 2016 net revenue increased just .5% over 2015. Our operating margin decreased as we continued to invest in strategic initiatives despite relatively flat net revenues. Our operating expenses also include a nonrecurring charge, net of insurance recovery, of $66.2 million associated with the resolution of the Dell appraisal rights matter. We returned a significant amount of cash to stockholders in the form of recurring dividends and share repurchases.

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▪	Our operating results have increased significantly over the last five years. Results for 2016 in comparison to the prior two years, and in comparison to 2011, are as follows:

▪	Our retirement date portfolios continue to grow, and now represent 23.3% of our total assets under management.

▪	Our overall financial condition remains very strong, as we finished the year with $5.0 billion of stockholders' equity, $1.9 billion of cash and discretionary sponsored portfolio fund holdings, and no debt. We also maintained redeemable seed capital investments in sponsored investment portfolios of $1.3 billion at December 31, 2016.

▪

We increased our annual recurring dividend for the 30th consecutive year, by 3.8%. The average increase in our annual recurring dividend has been 14.1% over the last 10 years. We expended $676.9 million to repurchase 10 million shares, or 4% of our outstanding common stock, in 2016. Dividends and stock repurchases will vary from year to year depending upon our financial performance and liquidity, market conditions and other relevant factors.

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▪	attracting and retaining talented and highly skilled management professionals with deep experience in investments business leadership, and client service; and

▪	maintaining a close commonality of interests between our management professionals and our stockholders by fostering a prudent approach to corporate performance and the control of risk in the enterprise, and linking their total compensation to our long-term success.

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▪	Sustain strong long-term investment results and competitiveness of our investment strategies.

▪	Expand and enhance our investment capabilities and products to meet evolving client demands, while managing investment capacity.

▪	Maintain our reputation for integrity, as well as our positive brand image and competitive name awareness.

▪	Attract, develop, and retain top senior leadership and investment talent, and plan for management succession.

▪	Continue to develop human talent capabilities, attract, and retain a collaborative and diverse workforce, and enhance internal communications.

▪	Create enterprise culture, environment, and organizational capabilities to position the firm for long-term success.

▪	Ensure that our global investment operating model, capabilities, and processes continue to evolve to be successful on a larger scale.

▪	Sustain and enhance our diversified distribution strategy and capabilities to support long-term organic growth.

▪	Continue appropriate investment to enhance our organizational, systems, and risk management capabilities to effectively manage the increasing scope and complexity of our business in a global context.

▪	Manage our financial position and financial performance to protect and benefit our clients, associates, and stockholders, striking a balance between short-term financial results and the need to continuously invest in long-term capabilities.

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1	Performance-based awards that are eligible to be earned are also subject to the standard time-based vesting schedule for 2016 awards granted under our annual award program.

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1	Includes only those columns relating to compensation awarded to, earned by, or paid to the NEOs in 2016, 2015, and 2014. All other columns have been omitted. We have excluded Mr. Alderson's compensation for 2014, and Mr. Veiel's compensation for 2015 and 2014, as they were not named executive officers in these respective years.

2

Cash amounts received by Mr. Alderson pursuant to his employment agreement are paid in British pounds. In calculating the U.S. equivalent for amounts that are not denominated in U.S. dollars, the Company converts each payment to Mr. Alderson into U.S. dollars based on an average daily exchange rate during the applicable year. The average exchange rates for 2016 and 2015 were 1.35581 and 1.52876 U.S. dollars per British pound, respectively. Mr. Alderson's 2016 cash compensation was lower compared to 2015 in U.S. dollar terms as a result of the significant decline in British pounds against the U.S. dollar. In British pounds, Mr. Alderson's cash compensation was £4,225,000 in 2016 compared with £3,975,000 in 2015.

3	Represents the full grant date fair value of performance-based restricted stock units granted. The fair value was computed using the market price per share of T. Rowe Price common stock on the date of grant multiplied by the target number of units, as this was considered the probable outcome. See the Grants of Plan-Based Awards Table for the target number of units for 2016.

4

As discussed in the Compensation Discussion and Analysis, we did not utilize options in our 2016 equity compensation program rather we granted all performance-based restricted stock units. For 2015 and 2014, the amounts represent the full grant date fair value computed using the Black-Scholes option-pricing model. A description of the assumptions used for volatility, risk-free interest rate, dividend yield, and expected life in the option-pricing model is included in the Significant Accounting Policies for Stock-Based Compensation on page 58 of the 2016 Annual Report to Stockholders.

5

Represents cash amounts awarded by the Compensation Committee and paid to NEOs under the 2016 Annual Incentive Compensation Pool. See our Compensation Discussion and Analysis and the Grants of Plan-Based Awards Table for more details regarding workings of this plan. The 2016 amounts include amounts elected to be deferred by all NEOs under our Supplemental Savings Plan. See the Nonqualified Deferred Compensation Table for further details.

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6	The following types of compensation are included in the "All Other Compensation" column for 2016:

a

Cash compensation for the amount calculated under the U.S. Retirement Program that could not be credited to their retirement accounts in 2016 due to the contribution limits imposed under Section 415 of the Internal Revenue Code. For Mr. Alderson, the amount represents cash paid in lieu of a contribution to the U.K. pension program as result of a Fixed Protection election he made with the U.K. tax authorities which required him to opt out of the U.K. pension program. The amount is based on the contribution formula in the pension program and is equal to the amount he would have received had he stayed in the pension program.

b	Matching contributions paid under our Employee Stock Purchase Plan offered to all employees of Price Group and its subsidiaries.

c	NEOs, directors, and all employees of Price Group and its subsidiaries are eligible to have personal gifts up to an annual limit to qualified charitable organizations matched by our sponsored T. Rowe Price Foundation in the case of U.S. employees, and Price Group in the case of employees outside the U.S. For 2016, all of the NEOs were eligible to have up to $25,000 matched.

d

Costs incurred by Price Group under programs available to all senior officers, including the NEO's, for executive health benefits and parking, as well as certain costs covered by Price Group relating to certain travel upgrades and spousal participation in events held in connection with the Price Group and Price Funds annual joint Board of Directors meeting as well as other business-related functions.

1	Includes only those columns relating to plan-based awards granted during 2016. All other columns have been omitted.

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2

The maximum represents the highest possible amount that could have been paid to each of these individuals under the 2016 Annual Incentive Compensation Pool based on our 2016 audited financial statements. The Compensation Committee has discretion to award no bonus under this program, or to award up to the maximum bonus. As a result, there is no minimum amount payable even if performance goals are met. For 2016, the Compensation Committee awarded significantly less than the maximum amount to the NEOs and the actual amount awarded has been disclosed in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” See our Compensation Discussion and Analysis for additional information regarding the Annual Incentive Compensation Pool.

3

Represents performance-based restricted stock units granted as part of the Company's annual equity incentive program from its 2012 Incentive Plan. These performance-based restricted stock units are subject to a performance-based vesting threshold with a twelve-month performance period. The performance period for the February 2016 grant ran from January 1, 2016 to December 31, 2016, and the performance period for the September 2016 grant runs from July 1, 2016 to June 30, 2017. For each grant, the target payout represents the number of restricted stock units to be earned by the NEO if the Company's operating margin for the performance period is at least 100% of the average operating margin of a designated peer group. The Company's operating margin performance below this target threshold results in forfeiture of some or all of the restricted stock units. The number of restricted stock units earned by the NEO following the performance period is also subject to time-based vesting before they are settled in shares of our common stock. Vesting occurs 20% on each of 12/08/2017, 12/10/2018, 12/10/2019, 12/10/2020, and 12/10/2021. These grant agreements include a provision that allows for continued vesting for a period of 36 months from the date of separation if certain age and service criteria are met for the U.S.-based NEOs and a service criteria is met for Mr. Alderson. Dividends on these performance-based restricted stock units are accrued during the performance period and are only paid on those units earned. Additional information related to these performance-based restricted stock units, including a listing of companies in the designated peer group, are included in our Compensation Discussion and Analysis.

4	Represents the grant date fair value of the performance-based restricted stock units granted in 2016. The grant date fair value of the performance-based restricted stock units was measured using the market price per share of T. Rowe Price common stock on the date of grant multiplied by the target number of units noted in the table, as this was considered the probable outcome.

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1	Includes only those columns that related to outstanding equity awards at 2016. All other columns have been omitted.

2	The market value of these stock awards was calculated using the closing market price per share of Price Group's common stock on December 31, 2016.

3	The following table represents the vesting schedules of the unexercisable outstanding option awards at December 31, 2016.

4	For each performance-based restricted stock unit award outstanding at December 31, 2016, the following table includes the date of the meeting or unanimous consent at which the Compensation Committee certified that the performance threshold was met, the award's performance period, and the award's remaining vesting schedule.

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5	If the Company's operating margin for the twelve month performance period July 1, 2016 to June 30, 2017, is at least 100% of the average operating margin of a designated peer group, all of these restricted stock units will vest 20% on each of 12/8/2017, 12/10/2018, 12/10/2019, 12/10/2020, and 12/10/2021.

6	Mr. Veiel received restricted stock awards and restricted stock unit awards through September 2015. The following table represents the vesting schedules of the outstanding stock awards at December 31, 2016.

1	Represents the total number of shares underlying the exercised stock options.

2	Computed using the difference between the market price of Price Group's common stock on the date of exercise and the exercise price, multiplied by the number of shares acquired.

3

Reflects the number of shares underlying the performance-based restricted stock units earned and vested. The value realized on vesting is computed using the closing market price per share of Price Group's common stock on the vest date multiplied by the number of restricted stock units vesting. For Messrs. Stromberg, Moreland, Bernard, and Alderson, the following table shows the aggregate restricted stock units for the NEOs by date of award:

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4	Reflects the number of restricted stock awards earned and vested. The value realized on vesting was computed using the closing market price per share of Price Group's common stock on the vest date multiplied by the number of restricted stock awards vesting. For Mr. Veiel the following table shows the aggregate restricted stock awards by date of award:

5	For some of the NEOs, the number of shares actually acquired was less than the number presented in the table above as a result of tendering shares for payment of the exercise price and the withholding of shares to pay taxes. The total net shares received by those NEOs is as follows:

1

These amounts represent a portion of the bonus awarded to each NEO under the 2016 Annual Incentive Compensation Pool and are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. Under the Supplemental Savings Plan, certain senior officers, including the NEOs, have the opportunity to defer receipt of up to 100% of their cash incentive compensation earned for a respective calendar year during which services are provided.

2

Each participant has the ability to allocate their account balance across a number of Price Funds and the flexibility to rebalance their account as often as they would like. The amounts deferred are adjusted daily based on the investments chosen by the participant and, therefore, are not above market or preferential. As such, the earnings (losses) reported in this column are not included in the Summary Compensation Table.

3

These amounts represent the aggregate balances in each of the NEOs' account at December 31, 2016. A portion of each NEO's, except Mr. Moreland, 2016 deferral election was not contributed to their account until 2017, as the bonus awarded under the 2016 Annual Incentive Compensation Pool was not certified by the Compensation Committee until then. Additionally, the aggregate balance for Mr. Stromberg, Mr. Moreland, and Mr. Bernard include amounts previously reported as Non-Equity Incentive Plan Compensation in a prior year Summary Compensation Table.

4	Mr. Alderson elected to defer £1,500,000 of his annual bonus in 2016. The Company converted this deferral into U.S. dollars based on the exchange rate of 1.23965, which is the rate on the day all employee bonuses were paid.

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1	Includes 4,695,858 shares that may be issued upon settlement of outstanding restricted stock units. The weighted-average exercise price pertains only to the 24,364,322 outstanding stock options.

2

Includes shares that may be issued under our 2007 Plan and 2012 Incentive Plan, and 561,646 shares that may be issued under our Employee Stock Purchase Plan. No shares have been issued under the Employee Stock Purchase Plan since its inception; all plan shares have been purchased in the open market. The number of shares available for future issuance under the 2012 Incentive Plan will increase under the terms of the plan as a result of all common stock repurchases that we make from proceeds generated by stock option exercises that occur after the inception of the 2012 Incentive Plan. The 2012 Incentive Plan allows for the grant of stock options, stock appreciation rights, and full-value awards.

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▪	Eligibility - the associates eligible to receive awards;

▪	Performance Metrics - the criteria upon which the performance goals may be based; and

▪	Participant Award Limits - the maximum amount of compensation that may be paid to an associate during a specified period if the performance goals are met.

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▪

Earnings or Profitability Metrics: any derivative of investment advisory revenue; mutual fund servicing revenue; earnings/loss (gross, operating, net, or adjusted); earnings/loss before interest and taxes (“EBIT”); earnings/loss before interest, taxes, depreciation and amortization (“EBITDA”); profit margins; operating margins; expense levels or ratios; provided that any of the foregoing metrics may be adjusted to eliminate the effect of any one or more of the following: interest expense, asset impairments or investment losses, early extinguishment of debt or stock-based compensation expense;

▪	Return Metrics: any derivative of return on investment, assets, equity or capital (total or invested);

▪	Investment Metrics: relative risk-adjusted investment performance; investment performance of assets under management;

▪	Cash Flow Metrics: any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working capital;

▪	Liquidity Metrics: any derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity ratios); and/or

▪	Stock Price and Equity Metrics: any derivative of return on stockholders’ equity; total stockholder return; stock price; stock price appreciation; market capitalization; earnings/loss per share (basic or diluted) (before or after taxes).

▪	Appreciation Awards. The maximum number of shares of our common stock that may be made subject to awards granted under the 2012 Incentive Plan during a calendar year to any one person in the form of stock options or stock appreciation rights is, in the aggregate, 1,040,990 shares.

▪

Stock-Based Performance Awards. The maximum number of shares of our common stock that may be made subject to awards granted under the 2012 Incentive Plan during a calendar year to any one person in the form of performance shares is, in the aggregate, 1,040,990 shares. If such performance shares will be settled in cash, the maximum cash amount payable thereunder is the amount equal to the number of performance shares to be settled in cash multiplied by the closing price of the shares, as determined as of the payment date. These limits are multiplied by the number of calendar years over which the applicable performance period spans (in whole or in part), if the performance period is longer than 12 months’ duration.

▪	Cash-Based Performance Units. In connection with awards granted under the 2012 Incentive Plan during a calendar year to any one person in the form of cash-based performance units, the maximum cash amount payable under such performance units is $15 million.

▪	Adjustments to Limits during Initial Year of Service. Each of the individual limits set forth above are multiplied by two when applied to awards granted to any individual during the calendar year in which such individual first commences service with us.

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▪	No Evergreen Feature. The 2012 Incentive Plan does not contain an “evergreen” provision that automatically increases the number of shares authorized for issuance under the Plan.

▪	Repricing Prohibited. The 2012 Incentive Plan requires that stockholder approval be obtained for any repricing, exchange or buyout of underwater awards.

▪	Reloading Prohibited. The 2012 Incentive Plan prohibits granting stock options with replenishment features (also called reload options).

▪	No Discount Awards; Maximum Term Specified. Stock options and stock appreciation rights must have an exercise price or base price no less than the closing price of our common stock on the date the award is granted and a term no longer than ten years.

▪

Minimum Vesting Standards. The 2012 Incentive Plan includes minimum vesting standards for full value awards-no less than a three-year vesting period (in pro rata installments) for time-based awards and no shorter than a one-year performance period for performance-based awards. If the grant of a performance award is conditioned on satisfaction of performance goals, the performance period shall not be less than 12 months’ duration, but no additional minimum vesting period need apply to such award. Generally, the Administrator does not have discretionary authority to waive the minimum restriction period applicable to a full value award, except in the case of death, disability, retirement, or a Change in Control. Up to 5% of the initial share pool may be granted with less stringent or no vesting (e.g., merit stock awards).

▪	No Dividends on Performance-Based Awards unless and until Performance Goals are Met. The 2012 Incentive Plan prohibits the payment of dividends or dividend equivalents on performance-based awards unless and until the applicable performance goals for such award have been met.

▪	No Liberal Definition of Change in Control. The 2012 Incentive Plan’s definition of a change-in-control transaction provides that any award benefits triggered by such a transaction are contingent upon the actual consummation of the transaction, not merely its approval by our Board of Directors or stockholders.

▪	No Transfers for Value. Participants are not permitted to transfer awards for value under the 2012 Incentive Plan.

▪

Awards Subject to Claw Back Policy. Awards granted under the 2012 Incentive Plan to our executive officers are subject to our Policy for Recoupment of Incentive Compensation or any successor thereto. In addition, we may include provisions in award agreements under which we may recover from current and former participants any amounts paid or shares of common stock issued under an award and any proceeds therefrom under such circumstances as the plan administrator determines appropriate.

▪	the aggregate number and kind of shares of common stock or other securities on which awards under the 2012 Incentive Plan may be granted to eligible individuals;

▪	the maximum number of shares of common stock or other securities with respect to which awards may be granted during any one calendar year to any individual;

▪	the maximum number of shares of common stock or other securities that may be issued with respect to incentive stock options granted under the 2012 Incentive Plan;

▪	the number of shares of common stock or other securities covered by each outstanding award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding award; and

▪	all other numerical limitations relating to awards, whether contained in the 2012 Incentive Plan or in award agreements.

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▪	stock options and stock appreciation rights will become fully exercisable and vested;

▪	shares of restricted stock will become free of all restrictions and become fully vested and transferable;

▪

all restricted stock units, performance shares and performance units will be considered to be earned and payable at target level, any deferral or other restriction thereon will lapse, any restriction period thereon will terminate, and such restricted stock units, performance shares and performance units will be settled in cash or shares of common stock (consistent with the terms of the award agreement after taking into account the effect of the change-in-control transaction on the shares) as promptly as is practicable;

▪	each outstanding performance award will be deemed to satisfy any applicable performance goals as set forth in the applicable award agreement; and

▪	the administrator may also make additional adjustments and/or settlements of outstanding awards as it deems appropriate and consistent with the 2012 Incentive Plan’s purposes.

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▪	restricted common shares of Price Group that are nontransferable and subject to forfeiture prior to becoming vested;

▪	stock units providing for deferred delivery of common shares of Price Group; and

▪	nonstatutory options for the purchase of common shares of Price Group.

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▪	Upon grant, awards will be unvested and subject to a risk of forfeiture.

▪	If the non-employee director ceases to be a member of the Board for any reason other than death, becoming totally and permanently disabled, or the occurrence of a change in control of Price Group (Change in Control), all unvested awards and all accrued dividends and/or unvested dividend equivalents attributed to such awards will be forfeited upon such cessation.

▪	Provided that the non‑employee director to whom the award was granted is a member of the Board on the vesting date, restricted shares, stock units and options will become vested and no longer subject to risk of forfeiture on the earliest of the following dates:

▪	the first anniversary of the grant date of an Initial Director Award or, as applicable, the day immediately prior to the annual meeting of Price Group stockholders that occurs in the next calendar year following the year in which the grant date of an Equity Compensation Award occurs;

▪	the non-employee director’s date of death,

▪	the date on which the non-employee director becomes totally and permanently disabled, or

▪	the date on which a Change in Control occurs.

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1	Aggregate fees charged for annual audits, quarterly reviews, and the reports of the independent registered public accounting firm on internal control over financial reporting as of December 31, 2015 and 2016.

2

Aggregate fees charged for assurance and related services that are reasonably related to the performance of the audit and are not reported as Audit Fees. In 2015 and 2016, these services included audits of several affiliated entities, including the corporate retirement plans, the T. Rowe Price Foundation, Inc., and fees for consultations concerning financial accounting and reporting matters. The 2016 fees also include fees associated with KPMG's consents related to registration filings.

3	Aggregate fees charged for tax compliance, planning, and consulting. Of the $920,662 in 2016, $557,633 is related to tax compliance and preparation and $363,029 is related to tax planning.

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4	Both 2015 and 2016 include fees for KPMG's performance of attestation engagements related to our compliance with the Global Investment Performance Standards and fees related to executive education.

▪

Any audit or non-audit service to be provided to Price Group by the independent registered public accounting firm must be submitted to the Audit Committee for review and approval. The proposed services are submitted on the Audit Committee's “Independent Registered Public Accounting Firm Audit and Non-Audit Services Request Form” with a description of the services to be performed, fees to be charged, and affirmation that the services are not prohibited under Section 201 of the Sarbanes-Oxley Act of 2002. The form must be approved by Price Group's chief executive officer, chief financial officer, or director of internal audit prior to submission to the Audit Committee.

▪	The Audit Committee in its sole discretion then approves or disapproves the proposed services and documents such approval, if given, by signing the approval form. Pre-approval actions taken during Audit Committee meetings are recorded in the minutes of the meetings.

▪

Any audit or non-audit service to be provided to Price Group which is proposed between meetings of the Audit Committee will be submitted to the Audit Committee chairman on a properly completed “Independent Registered Public Accounting Firm Audit and Non-Audit Services Request Form” for the chairman's review and pre-approval and will be included as an agenda item at the next scheduled Audit Committee meeting.

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1.	A chart identifying employees according to gender and race in major EEOC-defined job categories, listing numbers or percentages in each category.

2.	A description of policies/programs focused on increasing gender and racial diversity in the workplace.

▪	T. Rowe Price's Board of Directors is comprised of 30% women and 23% ethnic diversity.

▪	Our total workforce is made up of 45% women and 26% ethnically diverse.

▪	The firm's senior leadership is comprised of 31% women, and 17% are associates with ethnic diversity.

▪	We implemented a 30% interview slate diversity goal to ensure we have diverse candidates for all senior level roles.

▪	Diversity is embedded and monitored in our talent review and succession planning processes.

▪	We have working groups (women, ethnically diverse and LGBTQ) made up of leaders and associates from across the enterprise who provide insights and recommendations on how to attract, advance and retain diverse talent. They also help us understand issues and opportunities related to engagement and inclusion.

▪	We have been recognized for our efforts by the following organizations:

▪	Anita Borg Institute's 2015 Top Companies for Women Technologists Leadership Index

▪	Human Rights Campaign Foundation's Best Places to Work for LGBT Equality

▪	2020 Women on Boards Winning Company

▪	Through the performance management process, the firm's senior leadership is held accountable for driving diversity and inclusion.

▪	The firm's learning agenda focuses on building manager capability and skill to lead diverse teams:

▪	Unconscious bias training mandatory for all people leaders

▪	Diversity and Inclusion Summit held to build D&I champions across the firm

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▪	Stockholders may send correspondence, which should indicate that the sender is a stockholder, to our Board of Directors or to any individual director by mail to T. Rowe Price Group, Inc., c/o Chief Legal Officer, P.O. Box 17134, Baltimore, MD 21297-1134, or by email to contact_the_board@troweprice.com or by Internet at trow.client.shareholder.com/contactBoard.cfm.

▪	Our chief legal officer will be responsible for the first review and logging of this correspondence. The officer will forward the communication to the director or directors to whom it is addressed unless it is a type of correspondence which the

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▪	The Nominating and Corporate Governance Committee has authorized the chief legal officer to retain and not send to directors the following types of communications:

▪	Advertising or promotional in nature (offering goods or services);

▪	Complaints by clients with respect to ordinary course of business customer service and satisfaction issues; or

▪	Those clearly unrelated to our business, industry, management or Board or committee matters.

▪

The log of stockholder correspondence will be available to members of the Nominating and Corporate Governance Committee for inspection. At least once each year, the chief legal officer will provide to the Nominating and Corporate Governance Committee a summary of the communications received from stockholders, including the communications not sent to directors in accordance with screening procedures approved by the Nominating and Corporate Governance Committee.

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1.	History; Effective Date                                        A-4

2.	Purposes of the Plan                                        A-4

3.	Terminology                                            A-4

4.	Administration                                            A-4

(b)	Powers of the Administrator                                A-4

(c)	Delegation of Administrative Authority                            A-5

(d)	Non-Uniform Determinations                                A-5

(e)	Limited Liability                                        A-5

(f)	Indemnification                                        A-5

(g)	Effect of Administrator’s Decision                                A-6

5.	Shares Issuable Pursuant to Awards                                A-6

(a)	Initial Share Pool                                    A-6

(b)	Adjustments to Share Pool                                A-6

(c)	Code Section 162(m) Individual Limits                            A-6

(d)	ISO Limit                                        A-7

(e)	Source of Shares                                    A-7

6.	Participation                                            A-7

7.	Awards                                                A-7

(a)	Awards, In General                                    A-7

(b)	Minimum Restriction Period for Full Value Awards                        A-7

(c)	Stock Options                                        A-8

(d)	Limitation on Reload Options                                A-8

(e)	Stock Appreciation Rights                                    A-8

(f)	Prohibition on Repricing                                    A-9

(g)	Stock Awards                                        A-9

(h)	Stock Units                                        A-9

(i)	Performance Shares and Performance Units                        A-10

(j)	Other Stock-Based Awards                                A-11

(k)	Qualified Performance-Based Awards                            A-11

(l)	Awards to Participants Outside the United States                        A-12

(m)	Limitation on Dividend Reinvestment and Dividend Equivalents                A-12

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8.	Withholding of Taxes                                        A-12

9.	Transferability of Awards                                        A-12

10.	Adjustments for Corporate Transactions and Other Events                        A-13

(a)	Mandatory Adjustments                                    A-13

(b)	Discretionary Adjustments                                A-13

(c)	Adjustments to Performance Goals                            A-13

(d)	Statutory Requirements Affecting Adjustments                        A-13

(e)	Dissolution or Liquidation                                    A-13

11.	Change in Control Provisions                                    A-14

(a)	Termination of Awards                                    A-14

(b)	Continuation, Assumption or Substitution of Awards                        A-14

(c)	Section 409A Savings Clause                                A-14

12.	Substitution of Awards in Mergers and Acquisitions                            A-14

13.	Compliance with Securities Laws; Listing and Registration                        A-15

14.	Section 409A Compliance                                    A-15

15.	Plan Duration; Amendment and Discontinuance                            A-16

(a)	Plan Duration                                        A-16

(b)	Amendment and Discontinuance of the Plan                        A-16

(c)	Amendment of Awards                                    A-16

16.	General Provisions                                        A-16

(a)	Non-Guarantee of Employment or Service                            A-16

(b)	No Trust or Fund Created                                    A-16

(c)	Status of Awards                                    A-16

(d)	Affiliate Employees                                    A-16

(e)	Governing Law and Interpretation                                A-17

(f)	Use of English Language                                    A-17

(g)	Recovery of Amounts Paid                                A-17

17.	Glossary                                            A-17

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1.	History; Effective Date.

2.	Purposes of the Plan.

3.	Terminology.

4.	Administration.

(b)	Powers of the Administrator.

(ii)	determine the types of Awards to be granted any Eligible Individual;

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(xiv)	otherwise administer the Plan and all Awards granted under the Plan.

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5.	Shares Issuable Pursuant to Awards.

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6.	Participation.

7.	Awards.

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(c)	Stock Options.

(e)	Stock Appreciation Rights.

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(g)	Stock Awards.

(h)	Stock Units.

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(i)	Performance Shares and Performance Units.

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(k)	Qualified Performance-Based Awards.

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8.	Withholding of Taxes.

9.	Transferability of Awards.

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10.	Adjustments for Corporate Transactions and Other Events.

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11.	Change in Control Provisions.

12.	Substitution of Awards in Mergers and Acquisitions.

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13.	Compliance with Securities Laws; Listing and Registration.

14.	Section 409A Compliance.

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15.	Plan Duration; Amendment and Discontinuance.

16.	General Provisions.

(ii)	the Participant, except as such plan or agreement shall otherwise expressly provide.

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17.	Glossary.

(e)	“Board” means the Board of Directors of Price Group.

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(g)	“Change in Control” means any of the following events:

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(l)	“ECC” means the Executive Compensation Committee of the Board.

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(t)	“Nonqualified Option” means any stock option that is not an Incentive Stock Option.

(v)	“Participant” means an Eligible Individual to whom an Award is or has been granted.

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