ITEM 1.01 Entry into a Material Definitive Agreement.

On June 10, 2021, Affiliated Managers Group, Inc. (the "Company") entered into a Second Amendment to Third Amended and Restated Term Credit Agreement (the "Amendment") among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (the "Administrative Agent"), which amends that certain Third Amended and Restated Term Credit Agreement, dated as of January 18, 2019 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of January 8, 2021, the "Term Credit Agreement"), among the Company, the several banks and other financial institutions from time to time party thereto, and the Administrative Agent. The Amendment does not change the commercial terms of the Term Credit Agreement other than a reduction in applicable interest rates.

This description is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 9, 2021. At that meeting, the stockholders considered and acted upon the following proposals:

1. The Election of Directors. The stockholders elected the following individuals to serve as directors until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The table below sets forth the voting results for each director:





                                                                                    Broker
                            Votes For        Votes Against       Abstentions      Non-Votes
Karen L. Alvingham           30,506,352           8,295,182            12,185        731,068
Tracy A. Atkinson            30,865,339           7,936,096            12,284        731,068
Dwight D. Churchill          30,260,382           8,540,719            12,618        731,068
Jay C. Horgen                38,580,976             219,534            13,209        731,068
Reuben Jeffery III           30,662,292           8,138,934            12,493        731,068
Félix V. Matos Rodríguez     31,304,483           7,496,823            12,413        731,068
Tracy P. Palandjian          30,456,687           8,345,179            11,853        731,068

2. Non-Binding Advisory Vote on Executive Compensation. The stockholders voted to approve, by a non-binding advisory vote, the compensation of the Company's named executive officers. The table below sets forth the voting results:





                                                                      Broker
              Votes For        Votes Against       Abstentions      Non-Votes
Say-on-Pay     32,089,505           6,701,309            22,905        731,068

3. Ratification of the Selection of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the Current Fiscal Year. The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year. The table below sets forth the voting results:





                    Votes For        Votes Against         Abstentions
PwC Ratification     36,377,149           3,154,880              12,758

ITEM 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.       Description

10.1          Second Amendment to Third Amended and Restated Term Credit
            Agreement, dated as of June 10, 2021, among Affiliated Managers Group,
            Inc., as borrower, Bank of America, N.A., as administrative agent, and
            the lenders party thereto.

104         Cover Page Interactive Data File (the cover page tags are embedded
            within the Inline XBRL document).




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