We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
T Rowe Price Group Inc | NASDAQ:TROW | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.65 | 0.59% | 110.22 | 110.16 | 110.21 | 110.70 | 109.10 | 109.57 | 445,089 | 16:36:00 |
|
|
|
Maryland
|
|
52-2264646
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
100 East Pratt Street
|
|
|
Baltimore, Maryland
|
|
21202
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(Name, address and telephone
number of agent for service)
|
|
(Copy to:)
|
William J. Stromberg
|
|
R.W. Smith, Jr., Esquire
|
President and Chief Executive Officer
|
|
DLA Piper LLP (US)
|
T. Rowe Price Group, Inc.
|
|
6225 Smith Avenue
|
100 East Pratt Street
|
|
Baltimore, Maryland 21209-3600
|
Baltimore, Maryland 21202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
X
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
||||
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
Emerging Growth Company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
||||||||
Title of Securities to be Registered
|
|
Amount to be
Registered(1)(2) |
|
Proposed Maximum
Offering Price Per Unit (3) |
|
Proposed Maximum
Aggregate Offering Price (3) |
|
Amount of
Registration Fee |
Common Stock, $0.20 par value
Shares not previously registered
|
|
__(1)
|
|
__(1)
|
|
__(1)
|
|
__(1)
|
Shares registered under prior plans
|
|
11,000,000
|
|
__(3)
|
|
__(3)
|
|
__(3)
|
TOTAL
|
|
__(1)
|
|
__(1)
|
|
__(1)
|
|
__(1)
|
|
||||||||
|
(1)
|
The Registrant is not registering any additional securities via this Registration Statement, so a registration fee is not required.
|
(2)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock, par value $0.20 (the “Common Stock”), that become issuable in respect of the securities identified in the above table under the 2020 Long-Term Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of Registrant’s Common Stock.
|
(3)
|
An aggregate of 11,000,000 shares of Common Stock may be offered or issued pursuant to the Registrant’s 2020 Plan. The 11,000,000 shares of Common Stock to be registered under this Registration Statement for the 2020 Plan were previously registered for offer or sale under the Registrant’s 2012 Long Term Incentive Plan (the “2012 Plan”), (the shares of Common Stock shall be referred to as the “Carried Forward Shares”) pursuant to its prior registration statements, subject to certain post-effective amendments, on Form S-8 originally filed with the United States Securities and Exchange Commission (the “Commission”) on April 27, 2017 (File No. 333-217483) and Form S-8 originally filed with the Commission on April 24, 2012 (File No. 333-180904) to cover the issuance of the Carried Forward Shares and the Unused Shares (defined herein) under the 2012 Plan. The Carried Forward Shares are shares of Common Stock which were not subject to outstanding awards under the 2012 Plan as of the date that plan terminated on May 12, 2020. In addition, any shares subject to outstanding options or other equity “Awards” as defined in the 2020 Plan and the 2012 Plan that are forfeited, expired, canceled or settled in cash without delivery of shares of Common Stock, shares tendered to satisfy the exercise price or withheld to satisfy the tax withholding obligations in connection with awards, and shares that were forfeited back to the Registrant after delivery because of the failure to meet an award contingency or condition, under the 2020 Plan or the 2012 Plan (the “Unused Shares”).
|
|
(a)
|
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 13, 2020 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).;
|
|
(b)
|
All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the document referred to in (a) above; and
|
|
(c)
|
Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
|
|
|
|
EXHIBIT
NUMBER |
|
DESCRIPTION
|
|
|
|
3.1
|
|
Charter of T. Rowe Price Group, Inc., as reflected by Articles of Restatement dated June 20, 2018. (Incorporated by reference from Form 10-Q Quarterly Report filed on July 25, 2018.)
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of T. Rowe Price Group, Inc., as of February 12, 2019. (Incorporated by reference from Form 8-K Current Report filed on February 13, 2019.)
|
|
|
|
5.1
|
|
Opinion of DLA Piper LLP (US) as to the legality of the securities being offered. (Includes Consent of Counsel filed herewith.)
|
|
|
|
23.1
|
|
Consent of Counsel. (Contained in Exhibit 5.1 to this Registration Statement.)
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm. (Filed herewith.)
|
|
|
|
24.1
|
|
Power of Attorney. (Filed herewith.)
|
|
|
|
99.1
|
|
2020 Long-Term Incentive Plan. (Filed herewith.)
|
|
|
|
|
|
|
|
T. ROWE PRICE GROUP, INC.
|
||
|
|
|
||
|
|
By:
|
|
/s/ Céline S. Dufétel
|
|
|
|
|
Céline S. Dufétel
|
|
|
|
|
Vice President, Chief Financial Officer and Treasurer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William J. Stromberg
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
May 15, 2020
|
William J. Stromberg
|
|
|
|
|
|
|
|
|
|
/s/ Céline S. Dufétel
|
|
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
May 15, 2020
|
Céline S. Dufétel
|
|
|
|
|
|
|
|
|
|
/s/ Jessica M. Hiebler
|
|
Vice President
(Principal Accounting Officer)
|
|
May 15, 2020
|
Jessica M. Hiebler
|
|
|
|
|
|
|
|
|
|
/s/ Mark S. Bartlett
|
|
Director
|
|
May 15, 2020
|
Mark S. Bartlett
|
|
|
|
|
/s/ Mary K. Bush
|
|
Director
|
|
May 15, 2020
|
Mary K. Bush
|
|
|
|
|
/s/ Dina Dublon
|
|
Director
|
|
May 15, 2020
|
Dina Dublon
|
|
|
|
|
/s/ Freeman A. Hrabowski III
|
|
Director
|
|
May 15, 2020
|
Freeman A. Hrabowski III
|
|
|
|
|
_____________________
|
|
Director
|
|
May 15, 2020
|
Robert F. MacLellan
|
|
|
|
|
/s/ Olympia J. Snowe
|
|
Director
|
|
May 15, 2020
|
Olympia J. Snowe
|
|
|
|
|
/s/ Robert J. Stevens
|
|
Director
|
|
May 15, 2020
|
Robert J. Stevens
|
|
|
|
|
/s/ Richard R. Verma
|
|
Director
|
|
May 15, 2020
|
Richard R. Verma
|
|
|
|
|
/s/ Sandra S. Wijnberg
|
|
Director
|
|
May 15, 2020
|
Sandra S. Wijnberg
|
|
|
|
|
/s/ Alan D. Wilson
|
|
Director
|
|
May 15, 2020
|
Alan D. Wilson
|
|
|
|
|
|
|
|
EXHIBIT
NUMBER |
|
DESCRIPTION
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
5.1
|
|
|
|
|
|
23.1
|
|
Consent of Counsel. (Contained in Exhibit 5.1 to this Registration Statement.)
|
|
|
|
23.2
|
|
|
|
|
|
24.1
|
|
Power of Attorney. (Included on the signature page to this Registration Statement on Form S-8.)
|
|
|
|
99.1
|
|
1 Year T Rowe Price Chart |
1 Month T Rowe Price Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions