8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 27, 2016



T. Rowe Price Group, Inc.
(Exact name of registrant as specified in its charter)


Maryland
000-32191
52-2264646
(State of
incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code: (410) 345-2000



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))






Section 5 - Corporate Governance and Management

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

The annual meeting of our stockholders was held on April 27, 2016. The proxy statement and solicitation pertaining to this meeting were previously filed with the Commission on March 18, 2016. Shares eligible to vote were 247,613,548 at the record date of February 26, 2016.

The tabulation of votes for each proposal voted on by stockholders was as follows:

Proposal 1: Election of Directors.

Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Mark S. Bartlett
 
177,858,566
 
3,557,701
 
138,026
 
33,953,333
Edward C. Bernard
 
178,627,888
 
2,773,880
 
152,525
 
33,953,333
Mary K. Bush
 
176,345,121
 
4,953,182
 
255,990
 
33,953,333
H. Lawrence Culp, Jr.
 
179,641,646
 
1,726,491
 
186,156
 
33,953,333
Dr. Freeman A. Hrabowski, III
 
177,576,631
 
3,810,133
 
167,529
 
33,953,333
Robert F. MacLellan
 
176,697,264
 
4,692,150
 
164,879
 
33,953,333
Brian C. Rogers
 
177,517,208
 
3,802,197
 
234,888
 
33,953,333
Olympia J. Snowe
 
178,875,953
 
2,539,783
 
138,557
 
33,953,333
William J. Stromberg
 
181,011,113
 
417,724
 
125,456
 
33,953,333
Dwight S. Taylor
 
177,110,386
 
4,086,548
 
357,359
 
33,953,333
Anne Marie Whittemore
 
178,570,224
 
2,823,662
 
160,407
 
33,953,333
Alan D. Wilson
 
178,560,433
 
2,852,668
 
141,192
 
33,953,333


Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers.

For
 
Against
 
Abstain
 
Broker Non-Vote
171,589,393
 
9,361,969
 
602,931
 
33,953,333


Proposal 3: Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for 2016.

For
 
Against
 
Abstain
 
Broker Non-Vote
208,986,045
 
6,409,213
 
112,368
 


Proposal 4: Stockholder Proposal on Voting Matters Related to Climate Change.

For
 
Against
 
Abstain
 
Broker Non-Vote
14,534,943
 
157,001,372
 
10,017,978
 
33,953,333






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
T. Rowe Price Group, Inc.
By: /s/ Kenneth V. Moreland
Vice President, Chief Financial Officer and Treasurer    
Date: April 28, 2016