0001113169falsePRICE T ROWE GROUP INC00011131692021-05-112021-05-11

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 11, 2021

T. Rowe Price Group, Inc.

(Exact name of registrant as specified in its charter)

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

100 East Pratt Street, Baltimore, Maryland 21202

(Address of principal executive offices)			(Zip Code)

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

N/A

(Former Name of 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

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. ☐

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

The annual meeting of our stockholders was held on May 11, 2021. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 24, 2021. Shares eligible to vote were 227,453,209 at the record date of March 11, 2021.

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
Mark S. Bartlett						149,501,353						10,946,016						162,794						31,783,148
Mary K. Bush						157,786,908						2,668,788						154,467						31,783,148
Dina Dublon						159,675,556						769,217						165,390						31,783,148
Dr. Freeman A. Hrabowski, III						158,343,323						1,423,726						843,114						31,783,148
Robert F. MacLellan						155,052,479						4,696,200						861,484						31,783,148
Olympia J. Snowe						158,506,196						1,948,831						155,136						31,783,148
Robert J. Stevens						159,366,385						1,067,299						176,479						31,783,148
William J. Stromberg						151,861,756						8,073,250						675,157						31,783,148
Richard R. Verma						159,665,807						780,061						164,295						31,783,148
Sandra S. Wijnberg						159,683,262						780,176						146,725						31,783,148
Alan D. Wilson						159,435,973						1,000,992						173,198						31,783,148

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

For						Against						Abstain						Broker Non-Vote
150,569,618						9,625,980						414,565						31,783,148

Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2020

For						Against						Abstain						Broker Non-Vote
186,333,494						5,828,742						231,075						—

Proposal 4 - Stockholder proposal requesting the preparation of a report on voting by our funds and portfolios on matters related to climate change

For						Against						Abstain						Broker Non-Vote
26,609,335						131,627,089						2,373,739						31,783,148

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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/ Céline S. Dufétel

Céline S. Dufétel

Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

Date: May 13, 2021