201504 8K Document
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): April 23, 2015



T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)


Maryland
033-07012-99
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



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))






Section 5 - Corporate Governance and Management

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

The annual meeting of our stockholders was held on April 23, 2015. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 13, 2015. Shares eligible to vote were 260,575,772 at the record date of February 20, 2015.

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
 
181,383,612
 
2,490,829
 
251,920
 
36,884,054
Edward C. Bernard
 
182,333,533
 
955,153
 
837,675
 
36,884,054
Mary K. Bush
 
182,061,172
 
1,815,513
 
249,676
 
36,884,054
Donald B. Hebb, Jr.
 
180,714,015
 
3,153,071
 
259,275
 
36,884,054
Dr. Freeman A. Hrabowski, III
 
181,230,089
 
2,642,855
 
253,417
 
36,884,054
James A.C. Kennedy
 
183,111,656
 
754,997
 
259,708
 
36,884,054
Robert F. MacLellan
 
181,231,354
 
2,634,058
 
260,949
 
36,884,054
Brian C. Rogers
 
181,425,848
 
644,950
 
256,688
 
36,884,054
Olympia J. Snowe
 
183,224,723
 
1,314,217
 
260,921
 
36,884,054
Dr. Alfred Sommer
 
182,551,223
 
3,399,563
 
260,791
 
36,884,054
Dwight S. Taylor
 
180,466,007
 
1,374,881
 
270,093
 
36,884,054
Anne Marie Whittemore
 
182,481,387
 
644,950
 
256,688
 
36,884,054


Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers.

For
 
Against
 
Abstain
 
Broker Non-Vote
178,681,504
 
4,941,854
 
503,003
 
36,884,054


Proposal 3: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2015.

For
 
Against
 
Abstain
 
Broker Non-Vote
214,125,840
 
6,610,295
 
274,280
 












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/ Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer    
Date: April 27, 2015