Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Achieved record assets under management of $493.2 billion, a 30% increase, with $56.5 billion in net inflows in 2025.

• Adjusted operating income and diluted EPS rose 36% and 35% year-over-year; operating margin improved to 31.5%.

• Strategic focus on Protect & Grow, Amplify, and Diversify pillars drove positive net sales, expanded partnerships, and new product launches.

• Announced a definitive merger agreement with Trian Fund Management and General Catalyst, pending shareholder and regulatory approval.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2027 AGM.

• Proposal to increase the cap on aggregate annual compensation for non-executive directors from $3.7M to $4.6M.

• Advisory say-on-pay vote on executive compensation.

• Renewal of authority to repurchase up to 10% of issued share capital.

• Reappointment and remuneration of PricewaterhouseCoopers as auditors.

Board of directors and corporate governance

• Board comprises majority independent directors, with diverse skills in asset management, finance, risk, and sustainability.

• Four standing committees: Audit, Governance and Nominations, Human Capital and Compensation, and Risk—all fully independent.

• Annual board and committee evaluations, robust director education, and active shareholder engagement.

• Board refreshment ongoing; average director tenure is six years.