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): April 30, 2025

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 ¨

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 5.07

Submission of Matters to a Vote of Security Holders.

On April 30, 2025, Janus Henderson Group plc (the “Company”) held its 2025 Annual General Meeting of Shareholders. Shareholders voted on the following resolutions and cast their votes as described below. All director nominees were elected (Proposal 1). The proposal to approve the compensation of the Named Executive Officers as disclosed in the Company’s 2025 Proxy Statement, through a non-binding advisory vote, was approved (Proposal 2). The special resolution to renew the Board’s authority to repurchase its ordinary shares (“common stock”) was approved (Proposal 3). Additionally, shareholders ratified the reappointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2025 and authorized the Directors to determine their remuneration (Proposal 4).

Proposal 1: Election of Directors.

Proposal	Nominee	For		% For		Against		Abstain		Broker Non-Votes
1.1	Brian Baldwin		126,994,966		98.4		1,045,660		983,626		10,220,978
1.2	John Cassaday		127,709,350		99.0		352,868		962,034		10,220,978
1.3	Kalpana Desai		123,475,842		95.7		4,582,689		965,721		10,220,978
1.4	Ali Dibadj		127,870,614		99.1		194,980		958,658		10,220,978
1.5	Kevin Dolan		127,676,361		99.0		370,122		977,769		10,220,978
1.6	Eugene Flood Jr.		127,640,076		98.9		414,579		969,597		10,220,978
1.7	Josh Frank		126,952,063		98.4		1,058,266		1,013,923		10,220,978
1.8	Alison Quirk		127,520,176		98.8		507,204		996,872		10,220,978
1.9	Leslie F. Seidman		127,637,238		98.9		376,247		1,010,767		10,220,978
1.10	Angela Seymour-Jackson		126,786,434		98.3		1,268,508		969,310		10,220,978
1.11	Anne Sheehan		127,661,718		99.0		366,540		995,994		10,220,978

Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation.

For				% For				Against				Abstain				Broker Non-Vote
	124,390,098				96.4				3,100,882				1,533,272				10,220,978

Proposal 3: Renewal of Authority to Repurchase Common Stock.

For				% For				Against				Abstain				Broker Non-Vote
	137,611,358				98.8				444,299				1,189,573				0

Proposal 4: Reappointment and Remuneration of Auditors.

For				% For				Against				Abstain				Broker Non-Vote
	137,687,948				98.9				573,709				983,573				0

Note: In tabulating the voting results, only FOR or AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present. Issued Share Capital as at the record date (March 10, 2025): 157,557,812 shares.

SIGNATURE

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

Date: May 2, 2025	By:	/s/ Roger Thompson
		Roger Thompson
		Chief Financial Officer