Hello, and welcome to the T. Rowe Price 2025 Annual Meeting of Stockholders. I will now turn the meeting over to Rob Sharps, Chairman of the Board, CEO, and President, to begin. Please go ahead.
Good morning, and welcome to the T. Rowe Price Group 2025 Annual Meeting of Stockholders. I'm Rob Sharps, Chair of the Board, CEO, and President, and I will preside over today's meeting, which is being conducted in a virtual format. I would like to call the meeting to order. The agenda and rules of conduct are available on the virtual meeting site. The rules of conduct govern how we will run the meeting, and as stated in the rules of conduct, please limit your remarks to the proposals set forth in the proxy statement. Please note we have allotted an hour for the meeting. In addition, if a stockholder would like to vote at the meeting, the polls are now open for each matter to be voted on today.
Moving to the business of the meeting, there are 11 directors who have been nominated for election, all of whom are attending this meeting. The nominees are Glenn August, Mark Bartlett, Bill Donnelly, Dina Dublon, Rob MacLellan, Eileen Rominger, Rob Sharps, Cynthia Smith, Bob Stevens, Sandra Wijnberg, and Alan Wilson. Thank you. Our General Counsel and Corporate Secretary, David Oestreicher, will act as Secretary of the Meeting. Representatives of Broadridge Financial Solutions have acted as the tabulator for this annual meeting. Jim Raitt of American Election Services will act as the independent inspector of the election. He has taken his oath as the inspector of election, which will be filed with the company's records. Christopher Semesky of KPMG LLP, our public accounting firm, is with us and will be available to answer any questions you might have related to their engagement.
The record date for voting at this meeting was the close of business on March 3, 2025. The Secretary has delivered an affidavit of mailing to show that notice of this meeting was given. A copy of both the notice and the affidavit will be incorporated into the minutes of this meeting. This morning, we are asking our stockholders to do four things: one, elect 11 directors to our board; two, approve, by a non-binding advisory vote, the compensation paid to our named executive officers; three, ratify the appointment of KPMG LLP to serve as our public accounting firm for 2025; and, fourth, consider a stockholder proposal for a shareholder approval requirement for excessive golden parachutes. After we complete our official business, I will address the meeting, and there will be a question-and-answer session.
In order to begin, our bylaws require that a majority of all votes entitled to be cast at the meeting be represented in person or by proxy for us to have a quorum. The stockholders' list shows that holders of 222,242,394 shares of common stock of the company are entitled to vote at this meeting, with each share having one vote. We are informed by the inspector of election that there are represented in person or by proxy 190,580,471 shares of common stock, or approximately 86% of all shares entitled to vote at this meeting. Based upon the percentage of the total shares of the company held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. The report of a quorum and all proxies received at this meeting will be filed in the company's records.
This meeting is now duly convened. We will now consider today's proposals. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all four proposals have been presented. If any stockholder would like to ask a question or comment on any of the proposals, please submit your questions through the web portal at this time. Any stockholders who haven't yet voted or wish to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Proposal 1: Election of Directors. The first proposal is the election of 11 directors to hold office until the 2026 Annual Meeting of Stockholders. The nominees have been introduced and are listed in your proxy materials. The board recommends a vote for all director nominees presented for election in the proxy statement and at this meeting.
Proposal 2: Say On Pay. The second proposal, commonly known as Say On Pay, is a non-binding advisory vote to approve the compensation paid to our named executive officers as disclosed in our proxy statement. The board recommends approval of the compensation of the named executive officers. Proposal 3: Ratification of KPMG Appointment. The third proposal before us today is the ratification of the appointment of KPMG LLP as our accounting firm for 2025. The board recommends the ratification of the appointment of KPMG. Proposal 4: Consider a stockholder proposal for a shareholder approval requirement for excessive golden parachutes. The fourth proposal before us today is a stockholder proposal seeking approval for a shareholder approval requirement for excessive golden parachutes. The board recommends a vote against this proposal. Ms. Kam Franklin is now invited to address the meeting as the proponent of Proposal 4. Ms.
Franklin, you are free to address the meeting.
Good morning. Can you hear me?
Yes, we can.
Okay. Proposal 4: Shareholder Approval Requirement for Excessive Golden Parachutes, sponsored by John Chevedden. Shareholders request that the board seek shareholder approval for any senior manager's new or renewed pay package that provides for termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to the named executive officers. This provision shall at least be included in the governance guidelines of the company and be readily accessible on the company website. The board shall retain the option to seek shareholder approval after material terms are agreed upon. Unfortunately, many companies only limit cash golden parachutes to the 2.99 figure, which means that there is no limit on non-cash golden parachutes for which shareholders have no voting power. This proposal is relevant even if there are current golden parachute limits.
A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal, the rules associated with the speed limit provide consequences if the limit is exceeded. With this proposal, the consequences are a non-binding shareholder vote is required for unreasonably rich golden parachutes. This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent and does not discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that overly rich golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. This proposal topic received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, and Pfizer. Please vote yes. Shareholder approval requirement for excessive golden parachutes. Proposal number 4. Thank you.
Thank you, Ms. Franklin. We will now address any questions.
Thank you, Rob. The first question we have concerning the proposals is from Jason Friedman. He asks that the calculation of the CEO compensation actually paid total in the Pay Versus Performance table for the past several years can dramatically differ from the CEO total compensation amount in the Summary Compensation Table. How does this compensation committee use the compensation actually paid total compensation figures in its calculation of the CEO target total compensation award for the upcoming year? I will turn this question over to Rob MacLellan, the Chair of our Compensation Committee.
Jason, good morning, and thank you for your question. Each year when we evaluate the performance of our CEO, it is an independent calculation. We don't look back and see how it turned out depending upon the stock award. So if the stock that was awarded last year goes down, we don't top up, and if the stock goes up, we wouldn't reduce the compensation. The information that you're talking about is being provided just to give you color and additional information, but we don't use previous year's awards to determine this year's award.
Excellent. The second question is from Christine Lehman. She asks, "We are very disappointed that in-person annual meetings have not resumed after COVID. Virtual meetings do not provide the same experience for the shareholders. Many employees and former employees are local and could attend in person. Virtual meetings should be an option for those that cannot attend in person, not the only option. Please advise why this has not occurred." I will turn this question over to our General Counsel and Corporate Secretary, David Oestreicher.
Chris, it is good to hear from you. I appreciate the question. I will say that virtual meetings have become standard for many public companies, and for us, we find it to be extremely efficient. There are clearly, if you recall, many added logistics that we would have to deal with in-person meetings, and especially if you would add that with a virtual option as well as additional costs that the company believes don't necessarily warrant a change to our current process. With that, we really haven't had any shareholders or material shareholders make a request about changing the status of the meeting. We also find that it does give shareholders the ability to get access to us via a virtual setting instead. Definitely appreciate it and hope you are well.
With that, Rob, there are no more questions on the proposals.
Because no further business is on the agenda to come before this meeting, we will now move on to voting. If anyone has not voted, please do so now. Stockholders who have sent in proxies or voted via telephone or internet do not need to take any further action. I declare the polls now closed and ask that the inspector of election collect and tabulate the ballots.
Rob, we have collected the ballots.
We've been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the board have been duly elected, the compensation of the named executive officers has been approved by advisory vote, the appointment of KPMG LLP has been ratified, and that the stockholder proposal has not been approved. We will be reporting the final vote results in a Form 8-K to be filed with the SEC within four business days. If there is no further official business to come before this meeting, the 2025 Annual Meeting of Stockholders of T. Rowe Price Group, Inc. is now adjourned. We will now proceed to the informal portion of the meeting. At this time, the web portal is now available for any questions to be submitted, which will be answered after my remarks.
With regard to 2024 company results, we closed 2024 with $1.61 trillion in assets under management and had $43.2 billion in net client outflows, which we reduced by half year over year. For an overview of the company's 2024 results, please visit the investor relations page of our corporate website and listen to the recordings of our quarterly earnings calls. Before I turn to your questions, I want to recognize our associates. It's their tremendous dedication to our clients and to our firm that drives my confidence in our path ahead. I will now open the floor to questions. Please note we will attempt to answer as many questions as time allows.
Rob, at this time, there are no further questions.
With no further matters to come before the meeting, the meeting is adjourned. Thank you for joining us today.