T. Rowe Price Group (TROW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with virtual participation options for shareholders.

• Company managed $1.78 trillion in assets as of December 31, 2025, with strong liquidity and substantial employee ownership.

• Strategic objectives include investment excellence, global client growth, talent development, and leveraging technology.

• 2025 saw solid investment performance, with 56% of U.S. mutual funds outperforming peers over 10 years.

• Returned $1.8 billion to shareholders in 2025 through dividends and share repurchases.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 13 directors, advisory say-on-pay for executive compensation, and ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Proxy access allows groups owning 3%+ of shares for 3 years to nominate directors.

• Majority voting standard applies for director elections.

Board of directors and corporate governance

• 11 of 13 director nominees are independent; 36% are women and 36% are ethnically diverse.

• Board has a balanced mix of tenures, with an average of seven years among independent directors.

• Lead independent director provides oversight; all key committees are fully independent.

• Board held seven meetings in 2025, with all directors attending at least 75% of meetings.

• Two new independent directors added in October 2025; exception granted for one director to extend service for continuity.

• Board and committee evaluations conducted annually, with feedback implemented.