Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Achieved record assets under management of $493.2 billion, a 30% increase, driven by strong investment performance and $56.5 billion in net inflows in 2025.

• Improved financial results: adjusted operating income and adjusted diluted EPS rose 36% and 35% year-over-year; operating margin reached 31.5%.

• Strategic focus on Protect & Grow, Amplify, and Diversify pillars, with notable growth in US Intermediary and Asia Pacific regions, and expansion in ETFs and private alternatives.

• Announced a definitive merger agreement to be acquired by an investor group led by Trian Fund Management and General Catalyst, pending shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Election of 11 directors to serve until the 2027 Annual General Meeting.

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

• Advisory vote to approve executive compensation (say-on-pay).

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

• Reappointment and remuneration of PricewaterhouseCoopers LLP as auditors.

Board of directors and corporate governance

• Board comprises a majority of independent directors, with diverse backgrounds and expertise in asset management, finance, risk, and governance.

• Four standing committees: Audit, Governance and Nominations, Human Capital and Compensation, and Risk, all composed of independent directors.

• Annual board and committee evaluations, robust director education, and active shareholder engagement, including over 250 meetings in 2025.

• Stock ownership guidelines for directors and executives to align interests with shareholders.