What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-11 compared with 2020-02-13 · 43 added, 42 removed, 208 unchanged (29% of the section changed)

5 unchanged sentences

Other Information.

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On February 11, 2021, we issued a press release announcing that Robert W.

Sharps has been named T.

Rowe Price's President, Head of Investments and Chief Investment Officer, and that Ms.

Dufétel has been named our Chief Operating Officer, in addition to her role as our Chief Financial Officer and Treasurer.

On February 9, 2021, our Board of Directors approved the amendment and restatement of T.

Rowe Price Group, Inc.'s Amended and Restated By-Laws (the “By-Laws”), effective February 9, 2021.

The By-Laws include the following amendment:

Article 4, Sections 4.01 and 4.03 of the By-Laws have been amended primarily to allow T.

Rowe Price to appoint a President who is not a director of T.

The foregoing description is qualified in its entirety by the By-Laws which are attached hereto as Exhibit 3.1

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

13 unchanged sentences

/s/ William J.

President, Chief Executive Officer, and Chairman of the Board of Directors

Chief Executive Officer and Chairman of the Board of Directors

/s/ Céline S.

Vice President, Chief Financial Officer and Treasurer

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Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

24 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/ s / KPMG LLP

Baltimore, Maryland

February 11, 2021

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Directors, Executive Officers and Corporate Governance.

16 unchanged sentences

Management contracts and compensatory plans and arrangements are identified with an asterisk (*).

Charter of T.

3(i) Charter of T.

Rowe Price Group, Inc., as reflected by Articles of Restatement dated June 20, 2018.

2 unchanged sentences

Rowe Price Group, Inc., as of February 9, 2021.

(Incorporated by reference from Form 8-K Current Report filed on February 13, 2019.)

Description of Capital Stock

4.1 Description of Capital Stock ( Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020 .)

10.01.1 Representative Investment Management Agreement for the T.

4 unchanged sentences

(Incorporated by reference from Form 485BPOS filed on August 13, 2015.)

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10.01.3 Representative Investment Management Agreement for the T.

26 unchanged sentences

10.11.1 * 2004 Stock Incentive Plan.

(Incorporated by reference from Form DEFR14A filed on February 26, 2001.)

First Amendment to 2001 Stock Incentive Plan dated April 8, 2004.

(Incorporated by reference from Form DEF 14A filed on February 27, 2004.)

Second Amendment to 2001 Stock Incentive Plan dated December 12, 2008.

(Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009.)

2004 Stock Incentive Plan.

(Incorporated by reference from Form DEF 14A filed on February 27, 2004.)

10.11.2 * HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan.

10 unchanged sentences

(Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)

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10.12.4 * Forms of agreement for restricted stock awards issued after February 2, 2012 under the 2004 Stock Incentive Plan.

(Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)

Rowe Price Group, Inc.

2018 Annual Incentive Compensation Pool for Executive Officers.

(Incorporated by reference from Form 8-K Current Report filed on February 16, 2018).

10.13 * Policy for Recoupment of Incentive Compensation.

42 unchanged sentences

Rowe Price Group, Inc.

2012 Long-Term Incentive Plan.

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2012 Long-Term Incentive Plan (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)

10.15.14 * Supplemental Savings Plan (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014.)

6 unchanged sentences

(Incorporated by reference from Form 10-Q filed on April 26, 2016.)

2017 Non-Employee Director Equity Plan, as amended

10.17 * 2017 Non-Employee Director Equity Plan, as amended (Incorporated by refere nce from Form 10-K Annual Report filed on February 13, 2020.)

10.18 * Statements of additional terms and conditions for awards granted under the 2017 Non-Employee Director Equity Plan (Incorporated by reference from Form S-8 registration statement filed on April 27, 2017.)

Consulting Agreement as of December 20, 2018, between T.

Rowe Price Group, Inc.

and Edward C.

(Incorporated by reference from Current Report on Form 8-K filed on December 24, 2018.)

Rowe Price Group, Inc.

2019 Annual Incentive Compensation Plan for Executive Officers.

(Incorporated by reference from Form 8-K Current Report filed on February 13, 2019).

10.20 2020 Long-Term Incentive Plan (Incorporated by reference from Registration Statement on Form S-8 filed on May 15, 2020).

10.21.1 Form of Notice of Grant of Restricted Stock Units Award issued under the T.

Rowe Price Group, Inc.

2020 Long-Term Incentive Plan.

10.21.2 Form of Notice of Grant of Restricted Stock Units Award (with supplemental vesting) issued under the T.

Rowe Price Group, Inc.

2020 Long-Term Incentive Plan.

10.22.1 Form of Notice of Grant of Performance-Based Restricted Stock Units Award issued under the T.

Rowe Price Group, Inc.

2020 Long-Term Incentive Plan.

10.22.2 Form of Notice of Grant of Performance-Based Restricted Stock Units Award (with supplemental vesting) issued under the T.

Rowe Price Group, Inc.

2020 Long-Term Incentive Pla n.

21 Subsidiaries of T.

1 unchanged sentence

23 Consent of Independent Registered Public Accounting Firm, KPMG LLP.

Rule 13a-14(a) Certification of Principal Executive Officer.

Rule 13a-14(a) Certification of Principal Financial Officer.

31(i).1 Rule 13a-14(a) Certification of Principal Executive Officer.

31(i).2 Rule 13a-14(a) Certification of Principal Financial Officer.

32 Section 1350 Certifications.

99.1 Press Release dated February 11, 2021.

101 The following series of unaudited XBRL-formatted documents are collectively included herewith as Exhibit 101.

1 unchanged sentence

Rowe Price Group’s consolidated financial statements and notes that are included in this Form 10-K Report.

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Calculation Linkbase Document

XBRL Taxonomy Label Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

XBRL Taxonomy Definition Linkbase Document

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101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Calculation Linkbase Document

101.LAB XBRL Taxonomy Label Linkbase Document

101.PRE XBRL Taxonomy Presentation Linkbase Document

101.DEF XBRL Taxonomy Definition Linkbase Document

Form 10-K Summary.

Pursuant to the requirements of Section 13 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, on February 11, 2021.

1 unchanged sentence

/s/ William J.

Stromberg, President, Chief Executive Officer and Chairman of the Board of Directors

Stromberg, Chief Executive Officer and Chairman of the Board of Directors

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 indicated on February 11, 2021.

/s/ William J.

Stromberg, President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

/ s / Mark S.

Stromberg, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Bartlett, Director

/ s / Mary K.

Bush, Director

12 unchanged sentences

Wijnberg, Director

/ s / Alan D.

Wilson, Director

/s/ Céline S.

Dufétel, Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Dufétel, Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

(Principal Financial Officer)

/s/ Jessica M.

1 unchanged sentence

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