AFFILIATED MANAGERS GROUP INC
For the period ended Dec 31, 2024. Filed Feb 14, 2025.
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FY2024 · Filed Feb 14, 2025
AMG$401.32+4.7%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
Exhibit Index
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-1/A (No. 333-34679), filed October 29, 1997) |
| 3.2 | Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Registration Statement on Form S-8 (No. 333-129748), filed November 16, 2005) |
| 3.3 | Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No. 001-13459), filed April 28, 2006) |
| 3.4 | Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed August 3, 2017) |
| 3.5 | Amended and Restated By-laws (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed November 7, 2022) |
| 4.1 | Amended and Restated Declaration of Trust of AMG Capital Trust II related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of October 17, 2007, by and among the Company, U.S. Bank National Association, successor in interest to Bank of America National Trust Delaware, successor by merger to LaSalle National Trust Delaware, as Delaware Trustee, U.S. Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Property Trustee and Institutional Administrator, and the holders from time to time of undivided beneficial interests in the assets of AMG Capital Trust II (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed October 18, 2007) |
| 4.2 | Indenture related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of October 17, 2007, between the Company and U.S. Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Debenture Trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed October 18, 2007) |
| 4.3 | First Supplemental Indenture related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of January 10, 2014, between the Company and U.S. Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Debenture Trustee (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 27, 2014) |
| 4.4 | Guarantee Agreement related to the 5.15% Junior Convertible Trust Preferred Securities, dated as of October 17, 2007, between the Company and U.S. Bank National Association, successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as Trust Securities Guarantee Trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed October 18, 2007) |
| 4.5 | Indenture, dated as of February 11, 2014, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed February 11, 2014) |
| 4.6 | Second Supplemental Indenture related to the 3.500% Senior Notes due 2025, dated as of February 13, 2015, between the Company and U.S. Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed February 13, 2015) |
| 4.7 | Indenture for Junior Subordinated Notes, dated as of March 27, 2019, between the Company, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed March 27, 2019) |
| 4.8 | First Supplemental Indenture related to the 5.875% Junior Subordinated Notes due 2059, dated as of March 27, 2019, between the Company, as issuer, and U.S. Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed March 27, 2019) |
| 4.9 | Second Supplemental Indenture related to the 4.750% Junior Subordinated Notes due 2060, dated as of September 23, 2020, between the Company, as issuer, and U.S. Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed September 23, 2020) |
| 4.10 | Third Supplemental Indenture related to the 4.200% Junior Subordinated Notes due 2061, dated as of July 13, 2021, between the Company, as issuer, and U.S. Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed July 13, 2021) |
| 4.11 | Fourth Supplemental Indenture related to the 6.750% Junior Subordinated Notes due 2064, dated as of March 20, 2024, between the Company, as issuer, and U.S. Bank Trust Company, National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed March 20, 2024) |
| 4.12 | Indenture for Senior Notes, dated as of June 5, 2020, between the Company, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed June 5, 2020) |
| 4.13 | First Supplemental Indenture related to the 3.300% Senior Notes due 2030, dated as of June 5, 2020, between the Company, as issuer, and U.S. Bank National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed June 5, 2020) |
| 4.14 | Second Supplemental Indenture related to the 5.500% Senior Notes due 2034, dated as of August 20, 2024, between the Company, as issuer, and U.S. Bank Trust Company, National Association, as trustee, including the form of Global Note attached as Annex A thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed August 20, 2024) |
| 4.15 | Description of the Registrant’s Securities* |
| 10.1† | Defined Contribution Plan of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed March 30, 2000) |
| 10.2† | Executive Incentive Plan of the Company (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No. 001-13459), filed April 29, 2015) |
| 10.3† | Amended and Restated 1997 Stock Option and Incentive Plan of the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed May 10, 2004) |
| 10.4† | Amendment No. 1 to the Company’s 1997 Stock Option and Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed July 31, 2020) |
| 10.5† | Amended and Restated Long-Term Stock and Investment Plan of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 27, 2014) |
| 10.6† | Deferred Compensation Plan of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed March 2, 2009) |
| 10.7† | 2011 Stock Option and Incentive Plan of the Company (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No. 001-13459), filed April 19, 2011) |
| 10.8† | Amendment No. 1 to the Company’s 2011 Stock Option and Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed July 31, 2020) |
| 10.9† | 2013 Incentive Stock Award Plan of the Company (incorporated by reference to the Company’s Proxy Statement on Schedule 14A (No. 001-13459), filed April 30, 2013) |
| 10.10† | Amendment No. 1 to the Company’s 2013 Incentive Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 28, 2020) |
| 10.11† | 2020 Equity Incentive Plan of the Company (incorporated by reference to the Company’s Registration Statement on Form S-8 (No. 333-240091), filed July 24, 2020) |
| 10.12† | Form of Restricted Stock Unit Award Agreement pursuant to the Company’s 2013 Incentive Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 28, 2020) |
| 10.13† | Form of Stock Option Agreement pursuant to the Company’s Stock Option and Incentive Plans (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed July 31, 2020) |
| 10.14† | Form of Award Agreement pursuant to the Company’s Incentive Plans (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 28, 2020) |
| 10.15† | Form of Award Agreement pursuant to the Company’s Deferred Compensation Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 28, 2020) |
| 10.16† | Form of Award Agreement pursuant to the Company’s Executive Incentive and 2013 Incentive Stock Award Plans (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 27, 2014) |
| 10.17† | Form of Restricted Stock Unit Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed May 7, 2021) |
| 10.18† | Form of Director Restricted Stock Unit Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 16, 2024) |
| 10.19† | Form of Stock Option Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 16, 2024) |
| 10.20† | Form of Director Stock Option Award Agreement pursuant to the Company’s 2020 Equity Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed July 31, 2020) |
| 10.21† | Form of Indemnification Agreement between the Company and each Director and Executive Officer (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed March 1, 2011) |
| 10.22 | Third Amended and Restated Credit Agreement, dated as of November 15, 2024, by and among the Company, Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed November 15, 2024) |
| 10.23 | Equity Distribution Agreement, dated as of May 27, 2022, between the Company and the Agents, Forward Sellers, and Forward Purchasers named therein (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed May 27, 2022) |
| 10.24 | Form of Forward Sale Agreement, dated as of May 27, 2022, pursuant to the Equity Distribution Agreement (incorporated by reference to the Company’s Current Report on Form 8-K (No. 001-13459), filed May 27, 2022) |
| 10.25† | Offer Letter Agreement, dated as of March 22, 2024, between the Company and Dava E. Ritchea (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed May 7, 2024) |
| 19 | Insider Trading Policy and Procedures of the Company* |
| 21 | Schedule of Subsidiaries* |
| 22 | Subsidiary Issuers of Guaranteed Securities (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No. 001-13459), filed May 7, 2021) |
| 23 | Consent of PricewaterhouseCoopers LLP* |
| 31.1 | Certification of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002* |
| 31.2 | Certification of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002* |
| 32.1 | Certification of Registrant’s Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002** |
| 32.2 | Certification of Registrant’s Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002** |
| 97 | Clawback Policy of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K (No. 001-13459), filed February 16, 2024) |
| 101 | The following financial statements from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are filed herewith, formatted in XBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022, (ii) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, (iii) the Consolidated Statement of Equity for the years ended December 31, 2024, 2023, and 2022, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022, and (v) the Notes to the Consolidated Financial Statements |
| 104 | The cover page from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in XBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101 |
† Indicates a management contract or compensatory plan
- Filed herewith
** Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC.(Registrant) | ||
| Date: February 14, 2025 | By: | /s/ JAY C. HORGEN |
|---|---|---|
| Jay C. HorgenPresident and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ JAY C. HORGEN | President, Chief Executive Officer (Principal Executive Officer) and Director | February 14, 2025 |
| Jay C. Horgen | ||
| /s/ DAVA E. RITCHEA | Chief Financial Officer (Principal Financial and PrincipalAccounting Officer) | February 14, 2025 |
| Dava E. Ritchea | ||
| /s/ KAREN L. ALVINGHAM | Director | February 14, 2025 |
| Karen L. Alvingham | ||
| /s/ DWIGHT D. CHURCHILL | Director | February 14, 2025 |
| Dwight D. Churchill | ||
| /s/ ANNETTE FRANQUI | Director | February 14, 2025 |
| Annette Franqui | ||
| /s/ FÉLIX V. MATOS RODRÍGUEZ | Director | February 14, 2025 |
| Félix V. Matos Rodríguez | ||
| /s/ TRACY P. PALANDJIAN | Director | February 14, 2025 |
| Tracy P. Palandjian | ||
| /s/ DAVID C. RYAN | Director | February 14, 2025 |
| David C. Ryan | ||
| /s/ LOREN M. STARR | Director | February 14, 2025 |
| Loren M. Starr | ||
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