8-K

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 30, 2023

 

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 o

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 5.02 Election of Directors; Appointment of Certain Officers.

On May 30, 2023, the Board of Directors (the “Board”) of Janus Henderson Group plc (the “Company”) appointed Leslie Seidman to serve as an independent director on the Board of the Company, such appointment to be effective as of June 1, 2023. Ms. Seidman will also serve as Chair and a member of the Audit Committee and as a member of the Governance and Nominations Committee. The Board has determined that Ms. Seidman qualifies as an independent director under the applicable rules of the New York Stock Exchange, and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). She also qualifies as an “audit committee financial expert” under the criteria established by the SEC.

Ms. Seidman does not have any material relationships with the Company, and there are no transactions between Ms. Seidman and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There is also no arrangement or understanding between Ms. Seidman and the Company pursuant to which she was selected as a Director. Ms. Seidman will participate in the Company’s standard compensation program for non-executive directors, which is described in the Company’s most recent Proxy Statement for the 2023 Annual General Meeting of Shareholders, as may be modified by the Board for all non-executive directors from time to time.

Item 7.01 Regulation FD Disclosure.

On May 31, 2023, the Company issued a press release announcing the appointment of Ms Seidman to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 31, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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
By:	/s/ Roger Thompson
Name:	Roger Thompson
Title:	Chief Financial Officer

Date: May 31, 2023

EX-99.1

Exhibit 99.1

Janus Henderson Announces Appointment of Leslie F. Seidman to Board of Directors

LONDON – May 31, 2023 – Janus Henderson Group plc (NYSE/ASX: JHG) (“Janus Henderson” or the “Company”) today announced that Leslie F. Seidman has been appointed to serve as an independent director on the Board of the Company, effective June 1, 2023. Ms. Seidman will also serve as Chair of the Audit Committee and as a member of the Governance and Nominations Committee.

Ms. Seidman has over 30 years of experience in the accounting profession, serving as a member of the Financial Accounting Standards Board from 2003 to 2013 and as Chair for the last three years of her term. Previously, Ms. Seidman was the founder and managing member of a financial reporting consulting firm that served global financial institutions, law firms, and accounting firms, served as Vice President of Accounting Policy and in other roles at J.P. Morgan & Company, Inc. (now JPMorgan Chase), and was an auditor for Arthur Young & Co. (now EY). Ms. Seidman was also a Public Governor of the Financial Industry Regulatory Authority from 2014 to 2019 and a director of General Electric from 2018 to 2023, where she served as Chair of the Audit Committee. Currently, she serves as an independent director of Moody’s Corporation, where she serves as Chair of the Governance and Nominating Committee and sits on the Audit Committee (past Chair) and the Executive Committee. She also serves as an advisor to idaciti, Inc., a start-up fintech company involving digital financial and non-financial data. Ms. Seidman, a certified public accountant, has earned certifications in cybersecurity and ESG oversight, has a BA in English (cum laude) from Colgate University, and has an MS in accounting from the New York University Stern School of Business.

John Cassaday, Chair of the Janus Henderson Board of Directors, said:

“We are delighted to welcome Leslie Seidman to Janus Henderson as an independent director on the Board and as Chair of the Audit Committee. Leslie is a recognized thought leader in corporate governance and financial reporting, and her breadth and depth of experience will be invaluable in helping guide and position Janus Henderson for future success.”

Leslie F. Seidman, independent director on the Board of Janus Henderson and Chair of the Audit Committee, said:

“I am honored to be appointed to the Board of Janus Henderson, one of the most respected asset managers providing research-based investment alternatives to institutional and individual investors. I look forward to working closely with the other Board members and the management team to help guide and position Janus Henderson in its mission of helping its clients, and their clients, invest in a brighter future together.”

After Ms. Seidman’s appointment comes into effect, the Company’s total number of directors will be 11, of whom 10 are independent non-executive directors and five are female (45% of the Board).

About Janus Henderson

Janus Henderson Group is a leading global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of March 31, 2023, Janus Henderson had approximately US$311 billion in assets under management, more than 2,000 employees, and offices in 24 cities worldwide. Headquartered in London, the company is listed on the New York Stock Exchange (NYSE) and the Australian Securities Exchange (ASX).

Investor enquiries:	Media enquiries:
Jim Kurtz	Nicole Mullin
Head of Investor Relations +1 303 336 4529 Jim.kurtz@janushenderson.com	Director of Media Relations, UK, EMEA, LatAm & APAC +44 (0)20 7818 2511 nicole.mullin@janushenderson.com

Or

Investor Relations	Sarah Johnson
investor.relations@janushenderson.com	Director of Media Relations & Corporate Communications +1 303 336 4219
	sarah.johnson@janushenderson.com

XML

Cover	May 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2023
Entity File Number	001-38103
Entity Registrant Name	JANUS HENDERSON GROUP PLC
Entity Central Index Key	0001274173
Entity Tax Identification Number	98-1376360
Entity Incorporation, State or Country Code	Y9
Entity Address, Address Line One	201 Bishopsgate
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC2M3AE
Country Region	+44
City Area Code	(0) 20
Local Phone Number	7818 1818
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.50 Per Share Par Value
Trading Symbol	JHG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false