Artisan Partners Asset Management Inc.

06/05/2025 | Press release | Distributed by Public on 06/05/2025 14:22

Material Agreement, Proxy Results, Financial Obligation (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2025, Artisan Partners Holdings LP ("Holdings"), of which Artisan Partners Asset Management Inc. is the sole general partner, entered into a Note Purchase Agreement (the "Agreement") with the note purchasers named therein, a number of which are also parties to Holdings' Note Purchase Agreement dated December 7, 2021. Pursuant to the Agreement, Holdings agreed to issue $50 million of Series G Senior Notes in a private placement transaction on August 15, 2025, subject to the satisfaction of certain customary closing conditions. The Company will use the proceeds from the Series G senior notes to repay the Series D senior notes that mature in August 2025.
The Series G Notes will bear interest at a rate of 5.43% per annum and will mature on August 16, 2030. In addition to other covenants, the Agreement contains the following financial covenants:
•Holdings will not permit its Leverage Ratio (as defined in the Agreement) on any date to exceed 3.00 to 1.00.
•Holdings will not permit its Interest Coverage Ratio (as defined in the Agreement) in respect of any period of four consecutive fiscal quarters to be less than 4.00 to 1.00.
The Agreement includes customary events of default. Upon an event of default, the Series G Notes then outstanding generally will become due and payable. In addition, in the event of a Change in Control (as defined in the Agreement) or if Artisan's average AUM for a fiscal quarter is below $45 billion, Holdings will generally be required to offer to pre-pay the notes. Artisan Partners Limited Partnership, a wholly-owned subsidiary of Holdings, will guarantee Holdings' obligations under the terms of the Agreement. This summary of the Agreement is qualified in its entirety by reference to the terms of the Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The 2025 annual meeting of stockholders of Artisan Partners Asset Management Inc. (the "Company") was held on June 4, 2025.
(b) The results of the matters submitted to a stockholder vote at the annual meeting were as follows:
1. Election of Directors: Each of the seven nominees was elected.
Nominees For Withheld Broker Non-Votes
Jennifer A. Barbetta 70,848,765 412,697 3,984,197
Matthew R. Barger 69,322,249 1,939,213 3,984,197
Eric R. Colson 70,106,285 1,155,177 3,984,197
Stephanie G. DiMarco 69,941,337 1,320,125 3,984,197
Jason A. Gottlieb 70,535,108 726,354 3,984,197
Jeffrey A. Joerres 70,008,554 1,252,908 3,984,197
Saloni S. Multani 70,924,277 337,185 3,984,197
2. Advisory Vote on Compensation of Named Executive Officers: Approved.
For Against Abstain Broker Non-Votes
69,249,906 1,543,569 467,987 3,984,197
3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025: Ratified.
For Against Abstain
73,134,740 2,079,621 31,298
For more information about the foregoing proposals and Annual Meeting, see the Proxy Statement.
Artisan Partners Asset Management Inc. published this content on June 05, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on June 05, 2025 at 20:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]