DEF 14A 1 ljhg2022_def14a.htm JANUS HENDERSON GROUP PLC - DEF 14A JANUS HENDERSON GROUP PLC - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

JANUS HENDERSON GROUP PLC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

MESSAGE FROM OUR CHAIRMAN

Richard Gillingwater

Chairman
of the Board

March 24, 2022

Dear fellow shareholder,

On behalf of our Board of Directors, I am pleased to invite you to the 2022 Annual General Meeting of Shareholders of Janus Henderson Group plc to be held on Wednesday, May 4, 2022, at 151 Detroit Street, Denver, CO 80206, USA, starting at 3:00 p.m. local time. Please read the following Notice of Annual General Meeting and proxy statement, as well as our 2021 Annual Report, carefully before you vote.

I am pleased to report that 2021 was a year of strong financial performance. With the assistance of both markets and investment performance, assets under management finished the year at a record high of $432 billion, a year-over-year increase of 8%. 2021 diluted EPS of $3.59 increased 312.6% compared to 2020, and adjusted diluted EPS* of $4.28 increased 42.2% compared to 2020. Our full-year operating margin increased to 29.8% from 6.9% in 2020, and adjusted operating margin* increased to a record of 43.5% from 38.0% in 2020. Since the merger that created Janus Henderson nearly five years ago, we have consistently generated significant cash flow, enabling us to return capital to shareholders. In 2021, we returned $628 million to our shareholders through dividends, which we increased 4% year-over-year , and through repurchasing 6% of our total shares outstanding. By focusing on our strategic priorities – produce dependable investment outcomes, excel in client experience and distribution, focus and increase operational efficiency, proactive risk and control environment and develop new growth initiatives – we made excellent progress in strengthening our Company and positioning us for sustained growth moving forward.

While we are encouraged by the progress we have made in recent years, we appreciate that our potential is much greater than our current financial results. This is most evident in our net flows, which, despite improving significantly in each of the past two years, remain negative overall. In 2021, excluding our Quantitative Equities subsidiary, Intech, we had $4.2 billion of net outflows, equating to approximately 1% of our beginning period AUM. Our largest capability, Equities, drove nearly all of these net outflows. Despite meaningful improvement over the prior three years, we believe our Equities capability has the potential to ultimately deliver positive net flows. Our Fixed Income and Alternatives capabilities participate in large, attractive, growing asset classes. With just over $90 billion of AUM in Fixed Income and Alternatives, Janus Henderson will seek to increase its nascent share by both scaling existing and adding new strategies. Finally, our Multi-Asset capability is led by our Balanced Strategy which has produced consistently strong investment performance and net inflows. However, with only $60 billion of AUM, our Multi-Asset capability has significant runway for growth when compared to peers. We are actively moving forward as a company and have materially increased investments in people, technology, marketing, and seed capital to accelerate growth in our business, while maintaining solid investment performance.

On behalf of the Board of Directors, I thank our Chief Executive Officer Dick Weil, who will retire at the end of March, for his outstanding service to Janus Henderson over his 12-year career at the Company. Under his vision and stewardship, the Company has transformed into one of the world’s leading active asset managers. Through 2021 and early 2022, we were also pleased to welcome three new members to Janus Henderson’s Board of Directors: Nelson Peltz and Edward Garden, who represent our largest shareholder, Trian Fund Management, L.P., and Alison Davis add deep industry experience, fresh perspectives and valuable insights to complement continuing directors’ skill sets. We are deeply thankful for the contributions of Tatsusaburo Yamamoto, Dick Weil and Glenn Schafer, who will have stepped down from their Board seats over the past year. Their collaboration, experience and insights have helped transform Janus Henderson into the strong global franchise it is today.

As a shareholder, it is important that your shares are represented at the Annual General Meeting in person or by proxy. You may vote your shares by internet, telephone or mail pursuant to the instructions included on the proxy card or voting instruction form. Last year, more than 80% of all eligible votes were cast by shareholders at the 2021 Annual General Meeting, demonstrating the strong engagement and commitment of our shareholders to Janus Henderson.

On behalf of our Board of Directors, we thank you for your share ownership in Janus Henderson and your continued support, and we hope you can attend our 2022 Annual General Meeting.

Very truly yours,

Richard Gillingwater

Chairman

* For additional information, see Annex A, “Reconciliation of Non-GAAP Financial Measures.”

May 4, 2022

3:00 p.m. Denver Time

Janus Henderson Group plc

151 Detroit Street

Denver, Colorado 80206, USA

AGENDA
1.	Elect 10 directors to serve on the Board until the 2023 Annual General Meeting of Shareholders
2.	Approve an increase in the cap on the aggregate amount of compensation that the Company may pay to its non-executive directors annually
3.	Adopt a resolution, on an advisory basis, to approve the Company’s executive compensation
4.	Adopt a resolution, on an advisory basis, regarding the frequency of future votes to approve the Company’s executive compensation
5.	Approve the Employee Stock Purchase Plan
6.	Approve the 2022 Deferred Incentive Plan
7.	Authorize the Company to repurchase its ordinary shares (“*common stock*”)
8.	Authorize the Company to repurchase its CHESS Depositary Interests (“*CDIs*”)
9.	Approve the reappointment and remuneration of auditors
10.	Any other business, if properly raised for consideration at the meeting

By order of the Board of Directors,
Michelle Rosenberg
General Counsel & Company Secretary

NOTICE

OF ANNUAL
GENERAL MEETING
OF SHAREHOLDERS

WHO MAY VOTE:

Only holders of shares of the Company’s common stock, CDIs, and UK Depositary Interests on March 7, 2022, are entitled to notice of, to attend and to vote at the Annual General Meeting and at any adjournment or postponement thereof, provided such persons satisfy the applicable requirements described in the proxy materials. This Notice of Annual General Meeting of Shareholders and proxy statement and a proxy card or voting instruction form are being mailed or made available to shareholders starting on or about March 24, 2022.

YOUR VOTE IS IMPORTANT:

Please carefully review the proxy materials and follow the instructions on page 78 to cast your vote as soon as possible in advance of the Annual General Meeting.

ATTENDING THE MEETING:

Please see page 78 for instructions on how to attend the meeting in person or listen to the meeting via a listen-only webcast or dial-in.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022:

Our proxy statement for the 2022 Annual General Meeting and 2021 Annual Report are available at www. janushenderson.com/AGM2022

REVIEW OUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.		INTERNET Visit the website on your proxy card or voting instruction form		BY TELEPHONE* Call the telephone number on your proxy card		BY MAIL Sign, date and return your proxy card or voting instruction form in the enclosed envelope		IN PERSON Attend the Annual General Meeting in Denver, Colorado, USA. See page 78 for instructions on how to attend

* CDI holders may also return their instructions via facsimile

Table of Contents

Proxy Statement – Summary	7
Annual General Meeting Information	7
Company Strategy and 2021 Performance	7
Your Vote Matters	10

Board of Directors	12
Snapshot of Our Board Nominees	12
Board Nominee Composition and Diversity	12
Board Nominee Qualifications, Skills and Expertise	13
Board Nominee Biographies	14

Proposal 1: Election of Directors	19

Corporate Governance	20
Our Board’s Leadership Structure	20
Director Independence	20
Director Criteria and Nomination Process	20
Board Refreshment and Tenure	21
Committees and Membership	21
Board Meetings	23
The Board’s Role in Risk Oversight	23
Board Evaluations	23
Director Orientation and Continuing Education	24
Shareholder Engagement	24
Communications with the Board	25
Governance Documents	25

Board Compensation	26
Our Compensation Philosophy for Non-Executive Directors	26
2021 Annual Compensation for Non-Executive Directors	27

Proposal 2: Approval to Increase the Cap on Aggregate Annual Compensation for Non-Executive Directors	28

Environmental, Social and Governance (“ESG”)	30
Responsible Investing	30
Environmental Sustainability	31
Community Involvement	32

Commitment to Diversity, Equity and Inclusion (“DEI”)	33

Executive Compensation	35
Compensation Discussion & Analysis	35
Compensation Committee Report	50
Summary Compensation Table for Fiscal Year 2021	51
Grants of Plan-Based Awards for Fiscal Year 2021	52
Outstanding Equity Awards at 2021 Fiscal Year-End	53
Stock Vested for Fiscal Year 2021	53
Service Agreements and Settlement Arrangements with Executive Officers

SEC Form DEF 14A filed by Janus Henderson Group plc