Legal Proceedings.
−Removed: On February 14, 2017, T.
−Removed: Rowe Price Group, Inc., T.
−Removed: Rowe Price Associates, Inc., T.
−Removed: Rowe Price Trust Company, current and former members of the management committee, and trustees of the T.
−Removed: Rowe Price U.S.
−Removed: Retirement Program were named as defendants in a lawsuit filed in the United States District Court for the District of Maryland.
−Removed: The lawsuit alleges breaches of ERISA’s fiduciary duty and prohibited transaction provisions on behalf of a class of all participants and beneficiaries of the T.
−Removed: Rowe Price 401(k) Plan from February 14, 2011, to the time of judgment.
−Removed: The matter has been certified as a class action.
−Removed: Rowe Price believes the claims are without merit and is vigorously defending the action.
−Removed: This matter is in the discovery phase of litigation and we cannot predict the eventual outcome, or whether it will have a material negative impact on our financial results, or estimate the possible loss or range of loss that may arise from any negative outcome.
−Removed: On April 27, 2016, certain shareholders in the T.
−Removed: Rowe Price Blue Chip Growth Fund, T.
−Removed: Rowe Price Capital Appreciation Fund, T.
−Removed: Rowe Price Equity Income Fund, T.
−Removed: Rowe Price Growth Stock Fund, T.
−Removed: Rowe Price International Stock Fund, T.
−Removed: Rowe Price High Yield Fund, T.
−Removed: Rowe Price New Income Fund and T.
−Removed: Rowe Price Small Cap Stock Fund (the “Funds”) filed a Section 36(b) complaint under the caption Zoidis v.
−Removed: Rowe Price Assoc., Inc., against T.
−Removed: Rowe Price Associates, Inc.
−Removed: Rowe Price”) in the United States District Court for the Northern District of California.
−Removed: The complaint alleges that the management fees for the identified funds are excessive because
−Removed: Rowe Price charges lower advisory fees to subadvised clients with funds in the same strategy.
−Removed: The complaint seeks to recover the allegedly excessive advisory fees received by T.
−Removed: Rowe Price in the year preceding the start of the lawsuit, along with investments’ returns and profits.
−Removed: In the alternative, the complaint seeks the rescission of each fund’s investment management agreement and restitution of any allegedly excessive management fees.
−Removed: Rowe Price believes the claims are without merit and is vigorously defending the action.
−Removed: This matter is in the discovery phase of litigation and we cannot predict the eventual outcome, or whether it will have a material negative impact on our financial results, or estimate the possible loss or range of loss that may arise from any negative outcome.
−Removed: In addition to the matters discussed above, various claims against us arise in the ordinary course of business, including employment-related claims.
−Removed: In the opinion of management, after consultation with counsel, the likelihood of an adverse determination in one or more of these pending ordinary course of business claims that would have a material adverse effect on our financial position or results of operations is remote.
+Added: For information about our legal proceedings, please see our Commitments and Contingencies footnote to our audited consolidated financial statements in Item 8.
+Added: of this Form 10-K.
Mine Safety Disclosures.
Not applicable.
−Removed: Table of Contents C^<l3Q6*4v9%C:Mg
−Removed: Executive Officers of the Registrant.
+Added: Information about our Executive Officers.
The following information includes the names, ages, and positions of our executive officers as of February 11, 2021.
There are no arrangements or understandings pursuant to which any person serves as an officer.
−Removed: The first nine individuals are members of our management committee.
−Removed: Stromberg ( 59 ), President and Chief Executive Officer since 2016 and Chairman of the Board of Directors since 2019.
−Removed: Stromberg was previously the Head of Equity from 2010 to 2015 and a Vice President from 1990 to 2015.
−Removed: Dufétel ( 39 ), Chief Financial Officer and Treasurer since 2018 and a Vice President since 2017.
+Added: The first ten individuals are members of our management committee.
+Added: Stromberg (60), Chief Executive Officer since 2016 and Chairman of the Board of Directors since 2019.
+Added: Stromberg was previously the President from 2016 to 2021, Head of Equity from 2010 to 2015 and a Vice President from 1990 to 2015.
+Added: Dufétel (40), Chief Operating Officer since 2021, Chief Financial Officer and Treasurer since 2018 and a Vice President since 2017.
Prior to joining the firm in 2017, Ms.
Dufétel was managing director and global head of marketing, product management, and client service at Neuberger Berman, and prior to that, she was a partner and head of the North American Asset Management practice with McKinsey & Company.
−Removed: Christopher D.
−Removed: Alderson ( 57 ), Co-Head of Global Equity since 2017, Head of International Equity from 2009 to 2017, and a Vice President since 2002.
Higginbotham (53), Head of Global Distribution since 2019, Head of Global Investment Management Services from 2018 to 2019, Head of Global Investment Services from 2012 to 2018, and a Vice President since 2012.
−Removed: Andrew McCormick ( 59 ), Head of Fixed Income from 2019, Head of U.S.
+Added: Jackson (58), Head of T.
+Added: Rowe Price Investment Management since 2020, Associate Head of U.S Equity since 2020, and a Vice President since 2007.
+Added: McCormick (60), Head of Fixed Income since 2019, Head of U.S.
Taxable Bond from 2013 to 2018, and a Vice President since 2008.
−Removed: David Oestreicher ( 52 ), Chief Legal Counsel since 2008, Corporate Secretary since 2012, and a Vice President since 2001.
+Added: David Oestreicher (53), General Counsel since 2020, Corporate Secretary since 2012, and a Vice President since 2001.
+Added: From 2009 through 2020, Mr.
+Added: Oestreicher was the Chief Legal Counsel.
Sebastien Page (44), Head of Global Multi-Asset and a Vice President since 2015.
1 unchanged sentence
Page was an executive vice president at PIMCO, where he led a team focused on research and development of multi-asset solutions.
−Removed: Sharps ( 48 ), Head of Investments since 2018, Group Chief Investment Officer since 2017, Co-Head of Global Equity from 2017 to 2018, Lead Portfolio Manager, Institutional U.S.
−Removed: Large-Cap Equity Growth Strategy from 2001 to 2016, and a Vice President since 2001.
−Removed: Eric Veiel ( 48 ), Co-Head of Global Equity since 2018, Head of U.S.
+Added: Sharps (49), President since 2021, Head of Investments since 2018, Group Chief Investment Officer since 2017, Co-Head of Global Equity from 2017 to 2018, Lead Portfolio Manager, Institutiona l U.S.
+Added: Large-Cap Equity Growth Strategy from 2001 to 2016, and a Vice President from 2001 to 2021.
+Added: Justin Thomson (53), Head of International Equity since 2021, and a Vice President since 2001.
+Added: Veiel (49), Co-Head of Global Equity since 2018, Head of U.S.
Equity from 2016 to 2018, Director of Equity Research North America from 2014 to 2015, and a Vice President since 2006.
Hiebler (45), Principal Accounting Officer since 2010 and a Vice President since 2009.
−Removed: Table of Contents C^<l3Q6*4v9%C:Mg
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.