What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-19 compared with 2020-02-28 · 77 added, 43 removed, 145 unchanged (45% of the section changed)

1 unchanged sentence

As required by Rule 13a-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that our disclosure controls and procedures are effective to ensure that (i) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, we and our management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their stated objectives and our principal executive officer and principal financial officers concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that (i) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our principal executive officer and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures.

Our disclosure controls and procedures were designed to provide reasonable assurance of achieving their stated objectives, and our principal executive officer and principal financial officers concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

We review on an ongoing basis and document our disclosure controls and procedures, and our internal control over financial reporting, and we may from time to time make changes in an effort to enhance their effectiveness and ensure that our systems evolve with our business.

3 unchanged sentences

Other Information

AFFILIATED MANAGERS GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Directors, Executive Officers and Corporate Governance

9 unchanged sentences

Exhibits, Financial Statement Schedules

(1) Financial Statements:

(a) (1) Financial Statements:

See Item 8 of this Annual Report on Form 10-K.

14 unchanged sentences

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, 2016)

001-13459), filed July 31, 2020)

4.1 Specimen certificate for shares of common stock of the Registrant (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

28 unchanged sentences

001-13459), filed March 27, 2019)

4.11 Second Supplemental Indenture related to the 4.750% Junior Subordinated Notes due 2060, dated as of September 23, 2020, between Affiliated Managers Group, Inc., 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)

4.12 Indenture for Senior Notes between Affiliated Managers Group, Inc., as issuer, and U.S.

Bank National Association, as trustee, dated as of June 5, 2020 (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 Affiliated Managers Group, Inc., 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 Description of Registrant’s Securities*

8 unchanged sentences

001-13459), filed May 10, 2004)

10.4† Amendment No.

1 to Affiliated Managers Group, Inc.

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† Affiliated Managers Group, Inc.

1 unchanged sentence

001-13459), filed May 10, 2004)

10.6† Amendment No.

1 to Affiliated Managers Group, Inc.

2002 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)

10.7† Affiliated Managers Group, Inc.

1 unchanged sentence

001-13459), filed April 28, 2006)

10.8† Amendment No.

1 to Affiliated Managers Group, Inc.

2006 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† Affiliated Managers Group, Inc.

13 unchanged sentences

001-13459), filed April 19, 2011)

10.14† Amendment No.

1 to Affiliated Managers Group, Inc.

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)

10.15† Affiliated Managers Group, Inc.

9 unchanged sentences

1 to Affiliated Managers Group, Inc.

2013 Incentive Stock Award Plan*

Form of Restricted Stock Unit Award Agreement pursuant to Affiliated Managers Group, Inc.

2013 Incentive Stock Award Plan*

Form of Stock Option Agreement pursuant to Affiliated Managers Group, Inc.

Stock Option and Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (No.

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)

10.19† Affiliated Managers Group, Inc.

2020 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 (No.

333-240091), filed July 24, 2020)

10.20† Form of Restricted Stock Unit Award Agreement pursuant to Affiliated Managers Group, Inc.

2002 Stock Option Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (No.

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)

10.21† Form of Stock Option Agreement pursuant to Affiliated Managers Group, Inc.

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)

10.22† Form of Restricted Stock Unit Award Agreement pursuant to Affiliated Managers Group, Inc.

2002 Stock Option Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.23† Form of Award Agreement pursuant to Affiliated Managers Group, Inc.

Incentive Plan*

Incentive Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 28, 2020)

10.24† Form of Award Agreement pursuant to Affiliated Managers Group, Inc.

Deferred Compensation Plan*

Deferred Compensation Plan (incorporated by reference to the Company’s Annual Report on Form 10-K (No.

001-13459), filed February 28, 2020)

10.25† Form of Affiliated Managers Group, Inc.

1 unchanged sentence

001-13459), filed February 27, 2014)

10.26† Form of Restricted Stock Unit Award Agreement pursuant to Affiliated Managers Group, Inc.

2020 Equity Incentive Plan*

10.27† Form of Restricted Stock Unit Award Agreement for Directors pursuant to Affiliated Managers Group, Inc.

2020 Equity Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.28† Form of Stock Option Award Agreement pursuant to Affiliated Managers Group, Inc.

2020 Equity Incentive Plan*

10.29† Form of Stock Option Award Agreement for Directors pursuant to Affiliated Managers Group, Inc.

2020 Equity Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.30† Form of Indemnification Agreement entered into by each Director and Executive Officer (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (No.

3 unchanged sentences

001-13459), filed February 23, 2018)

Offer Letter Agreement, dated as of March 20, 2019, by and between Affiliated Managers Group, Inc.

and Thomas M.

Wojcik (incorporated by reference to the Company’s Quarterly Report on Form 10-Q (No.

001-13459), filed May 9, 2019)

10.32† Agreement, dated as of May 15, 2020, by and between Affiliated Managers Group, Inc.

Cutler (incorporated by reference to the Company's Quarterly Report on Form 10-Q (No.

001-13459), filed July 31, 2020)

10.33† Annual Director Compensation*

10.34 Amended and Restated Credit Agreement, dated as of January 18, 2019, by and among Affiliated Managers Group, Inc., 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, and the exhibits and schedules thereto (incorporated by reference to the Company’s Current Report on Form 8-K (No.

2 unchanged sentences

001-13459), filed January 22, 2019)

10.36 First Amendment to Third Amended and Restated Term Credit Agreement, dated as of January 8, 2021, among Affiliated Managers Group, Inc., as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company's Current Report on Form 8-K (No.

001-13459), filed January 8, 2021)

10.37 Form of Equity Distribution Agreement, dated as of March 27, 2019 (incorporated by reference to the Company’s Current Report on Form 8-K (No.

16 unchanged sentences

AFFILIATED MANAGERS GROUP, INC.

February 28, 2020

February 19, 2021 By:

President 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.

Executive Chairman

February 28, 2020

President, Chief Executive Officer

(Principal Executive Officer) and Director

February 28, 2020

Signature Title Date

HORGEN President, Chief Executive Officer

(Principal Executive Officer) and Director February 19, 2021

/s/ THOMAS M.

Chief Financial Officer (Principal Financial and Principal

Accounting Officer)

February 28, 2020

/s/ NATHANIEL DALTON

Senior Advisor and Director

February 28, 2020

Nathaniel Dalton

/s/ SAMUEL T.

February 28, 2020

WOJCIK Chief Financial Officer (Principal Financial and Principal

Accounting Officer) February 19, 2021

ALVINGHAM Director February 19, 2021

ATKINSON Director February 19, 2021

/s/ DWIGHT D.

February 28, 2020

/s/ GLENN EARLE

February 28, 2020

/s/ NIALL FERGUSON

February 28, 2020

Niall Ferguson

February 28, 2020

/s/ PATRICK T.

February 28, 2020

CHURCHILL Director February 19, 2021

/s/ REUBEN JEFFERY III Director February 19, 2021

Reuben Jeffery III

MATOS RODRIGUEZ Director February 19, 2021

Matos Rodriguez

PALANDJIAN Director February 19, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures