PRICE T ROWE GROUP INC

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1 PRICE T ROWE GROUP INC FORM 8-K (Current report filing) Filed 09/10/15 for the Period Ending 09/10/15 Address 100 EAST PRATT STREET P.O. BOX BALTIMORE, MD Telephone CIK Symbol TROW SIC Code Security & Commodity Brokers, Dealers, Exchanges & Services Fiscal Year 12/31 Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2015 T. Rowe Price Group, Inc. (Exact name of registrant as specified in its charter) Maryland (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 100 East Pratt Street, Baltimore, Maryland (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Section 5 Corporate Governance and Management Item Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On September 10, 2015, H. Lawrence Culp, Jr. and Alan D. Wilson were elected to serve on the Board of Directors (the Board ) of T. Rowe Price Group, Inc. (the Company ) and as members of its Executive Compensation Committee. Mr. Culp was chief executive officer and president of Danaher Corporation from 2001 to 2014 and is now a senior advisor to the company. He serves as chair of the Board of Visitors and Governors for Washington College and as a member of the Board of Trustees of Wake Forest University. Mr. Culp holds a Bachelor of Arts degree from Washington College and an M.B.A from Harvard Business School. Mr. Wilson is chairman and chief executive officer of McCormick & Company, Incorporated, a position he has held since He serves on the boards of directors of WestRock Company, the Grocery Manufacturers Association, the National Association of Manufacturers, and the Greater Baltimore Committee. Mr. Wilson also serves on the Board of Visitors of the University of Maryland, Baltimore County (UMBC) as well as the Advisory Council for the University of Tennessee s Haslam College of Business. Mr. Wilson holds a Bachelor of Science degree from the University of Tennessee and received an honorary doctorate in science from the Maryland University of Integrative Health. On September 10, 2015, in connection with their appointment to the Board and pursuant to the Non-Employee Director Equity Plan, the Company will grant Messrs. Culp and Wilson 4,350 restricted stock awards and units, respectively, that will vest on September 9, There is no arrangement or understanding between Messrs. Culp and Wilson and any other person pursuant to which they were selected as a director. Messrs. Culp and Wilson do not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or an executive officer. The Board has determined that Messrs. Culp and Wilson are independent directors under applicable Nasdaq rules. The Company, through its subsidiary, has provided investment advisory services for Danaher Corporation's savings and retirement plan. Assets managed by the Company's subsidiary as a result of this relationship were approximately $500 million as of December 31, Item Financial Statements and Exhibits. (d) Exhibits Press release dated September 10, SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. T. Rowe Price Group, Inc. By: /s/ Kenneth V. Moreland Kenneth V. Moreland Vice President, Chief Financial Officer and Treasurer Date: September 10, 2015

4 NEWS RELEASE T. ROWE PRICE ADDS LARRY CULP AND ALAN WILSON AS INDEPENDENT DIRECTORS Baltimore: September 10, 2015 NEWS T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) announced today that its board of directors has elected H. Lawrence Larry Culp, Jr. and Alan D. Wilson to be independent directors of the company. Mr. Culp was chief executive officer and president of Danaher Corporation from 2001 to 2014 and is now a senior advisor to the company. He serves as chair of the Board of Visitors and Governors for Washington College and as a member of the Board of Trustees of Wake Forest University. Mr. Culp recently joined the faculty of the Harvard Business School as a senior lecturer and in 2014 he ranked 38th on Harvard Business Review s list of the 100 best- performing CEOs in the world. Mr. Culp holds a Bachelor of Arts degree from Washington College and an M.B.A from Harvard Business School. Mr. Wilson is chairman and chief executive officer of McCormick & Company, Incorporated, a position he has held since He serves on the boards of directors of WestRock Company, the Grocery Manufacturers Association, the National Association of Manufacturers, and the Greater Baltimore Committee. Mr. Wilson also serves on the Board of Visitors of the University of Maryland, Baltimore County (UMBC) as well as the Advisory Council for the University of Tennessee s Haslam College of Business. He was named the 2013 Business Leader of the Year by Loyola University Maryland s Sellinger School of Business and Management. Mr. Wilson holds a Bachelor of Science degree from the University of Tennessee and received an honorary doctorate in science from the Maryland University of Integrative Health. QUOTE Brian C. Rogers, chairman of T. Rowe Price Group Having led high -performing global companies, both Larry and Alan have leadership skills and business experience that will serve our stockholders well. We are excited to have them on board and look forward to benefiting from their perspective and counsel. ABOUT T. ROWE PRICE Founded in 1937, Baltimore-based T. Rowe Price (troweprice.com) is a global investment management organization with $773 billion in assets under management as of June 30, The organization provides a broad array of mutual funds, subadvisory services, and separate account management for individual and institutional investors, retirement plans, and financial intermediaries. The company also offers a variety of sophisticated investment planning and guidance tools. T. Rowe Price's disciplined, risk-aware investment approach focuses on diversification, style consistency, and fundamental research.

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7 CONTACT US Ed Giltenan T. Rowe Price Katrina Clay T. Rowe Price

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