Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
As required by Rule 13a-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as of
December 31, 2024 , 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 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 officer,
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 officer 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. See “Management’s Report on Internal Control over Financial Reporting” in Item 8.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an audit report on our internal
control over financial reporting, which is included in Item 8.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) occurred during the fiscal quarter ended December 31, 2024 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item will be set forth in our proxy statement for our 2025 annual meeting of stockholders (to
be filed within 120 days after December 31, 2024 ) (the “Proxy Statement”) under the captions “Information Regarding the
Nominees,” “Corporate Governance Matters and Meetings of the Board of Directors and Committees,” and “Information
Regarding Executive Officers of the Company,” and is incorporated herein by reference.
Item 11. Executive Compensation
Information required by this Item will be set forth in our Proxy Statement under the captions “Compensation Discussion
and Analysis,” (other than the disclosure under the caption “Pay Versus Performance Table”) “Executive Compensation
Tables,” and “Director Compensation,” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this Item will be set forth in our Proxy Statement under the captions “Equity Compensation Plan
Information” and “Security Ownership of Beneficial Owners and Management,” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this Item will be set forth in our Proxy Statement under the captions “Information Regarding the
Nominees,” “Corporate Governance Matters and Meetings of the Board of Directors and Committees,” and “Related Person
Transactions,” and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by this Item will be set forth in our Proxy Statement under the caption “Principal Accountant Fees
and Services,” and is incorporated herein by reference.
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) (1) Financial Statements: See Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedule required by Part II, Item 8 is included in Item 8:
Page No.
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2022 , 2023 , and
2024
78
(3) Exhibits: See the Exhibit Index below and incorporated by reference herein.
Item 16. Form 10-K Summary
None.
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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)
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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)
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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
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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. Horgen
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.
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 Principal
Accounting 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