JANUS HENDERSON GROUP PLC

false 0001274173 0001274173 2026-05-29 2026-05-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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