Current Report Filing (8-k)

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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): June 23, 2021

BrightSphere Investment Group Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-38979			47-1121020
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

200 Clarendon Street, 53rd Floor

Boston, Massachusetts 02116

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered or to be 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, par value $0.001 per share			BSIG			New York Stock Exchange
4.800% Notes due 2026			BSIG 26			New York Stock Exchange
5.125% Notes due 2031			BSA			New York Stock Exchange

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))

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

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

On June 23, 2021, BrightSphere Investment Group Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual meeting format. As of April 27, 2021, the record date for the Annual Meeting, the Company had 79,354,560 shares of common stock, par value $0.001 per share, issued and outstanding and entitled to vote at the Annual Meeting. Of these shares, 73,481,101 were present or represented by proxy at the Annual Meeting. A quorum was present for the transaction of business at the Annual Meeting. At the Annual Meeting, the Company’s stockholders considered and acted upon the following proposals:

1. Election of Directors. The stockholders elected the following individuals to serve as directors until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The table below sets forth the voting results for each director:

Nominee						Votes For						Votes Against						Abstentions						Broker Non-Votes
Robert J. Chersi						64,106,984						7,633,463						2,466						1,738,188
Andrew Kim						62,361,842						9,378,605						2,466						1,738,188
John Paulson						67,221,981						4,518,165						2,767						1,738,188
Suren Rana						70,995,040						745,407						2,466						1,738,188
Barbara Trebbi						64,136,846						7,603,300						2,767						1,738,188

2. Ratification of Independent Registered Public Accounting Firm. The stockholders voted to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The table below sets forth the voting results:

Votes For						Votes Against						Abstentions						Broker Non-Votes
73,432,652						35,650						12,799						—

3. Advisory Vote on Executive Compensation. The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s 2021 proxy statement (the “Proxy Statement”), including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Proxy Statement. The table below sets forth the voting results:

Votes For						Votes Against						Abstentions						Broker Non-Votes
50,449,988						20,474,855						818,070						1,738,188

4. Advisory Vote on Frequency of Holding an Advisory Vote on Executive Compensation. The stockholders voted to approve, on an advisory basis, the holding of an advisory vote on executive compensation every year. The table below sets forth the voting results:

1 Year						2 Years						3 Years						Abstentions						Broker Non-Votes
69,279,521						1,058						2,400,614						61,720						1,738,188

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this form to be signed on its behalf by the undersigned, thereto duly authorized.

Date:

June 25, 2021

BRIGHTSPHERE INVESTMENT GROUP INC.

By:

/s/ Richard J. Hart

Name:

Richard J. Hart

Title:

Chief Legal Officer and Secretary