T. Rowe Price Group, Inc. (TROW) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the T. Rowe Price Group 2020 Annual Meeting of Stockholders. I'm Bill Stromberg, Chair of the Board, President and CEO, and I will preside over today's meeting. I want to acknowledge these extraordinary and unsettling times, and we hope everyone is safe and healthy. In an effort to support the health and well-being of our stockholders, associates and directors, we determined to hold this meeting in a virtual format. I'd like to call the meeting to order. The agenda and rules of conduct are available on the virtual meeting site. The rules of conduct will govern how we run the meeting, and as stated in the rules of conduct, please limit your remarks to the proposals set forth in the proxy statement. Please note, we have allotted an hour for the meeting. There are 11 directors who've been nominated for election, all of which are attending this meeting. The nominees are: Mark Bartlett, Mary Bush, Dina Dublon, Freeman Hrabowski, Rob Maclellan, Olympia Snowe, Bob Stevens, Bill Stromberg, Rich Verma, Alan Wilson and Sandra Wijnberg. Thank you. David Oestreicher will act as secretary of the meeting. Representatives of Broadridge Financial Solutions have acted as the tabulator for this annual meeting. Jim Raitt of American Election Services will act as the independent inspector of elections. He has taken his oath as the inspector of elections, which will be filed with the company's records. Chad Gazzillo of KPMG, our public accounting firm, is with us and will be available to answer any questions you might have. The record date for voting at this meeting was the close of business on March 11, 2020. The secretary has delivered an affidavit of mailing to show that notice of this meeting was given. A copy of both the notice and the affidavit will be incorporated into the minutes. This morning, we are asking stockholders to do 5 things: elect 11 directors to our Board; approve by nonbinding advisory vote the compensation paid to our named executive officers; ratify the appointment of KPMG to serve as our public accounting firm for 2020; approve the 2020 long-term incentive plan; and consider a proposal, a stockholder proposal, requesting the preparation of a report on voting by our funds and portfolios on matters related to climate change. After we complete our official business, I will provide more detail on our 2019 results and this year's first quarter results, after which there will be a question-and-answer session. In order to begin, our bylaws require that a majority of all votes entitled to be cast at the meeting be represented in person or by proxy for us to have a quorum. The stockholders' list shows that holders of 233,364,817 shares of common stock of the company are entitled to vote at this meeting, with each share having one vote. We are informed by the inspector of election that there are represented in person or by proxy 206,498,976 shares of common stock or approximately 88.48% of all shares entitled to vote at this meeting. Based upon the percentage of the total shares of the company held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. The report of a quorum and all proxies received at this meeting will be filed in the company's records. This meeting is now duly convened. We will now consider today's proposals. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all 5 proposals have been presented. The first proposal is the election of 11 directors to hold office until the 2021 annual meeting of stockholders. The nominees have been introduced and are listed in your proxy materials. The second proposal, commonly known as say on pay, is a nonbinding advisory vote to approve the compensation paid to our named executive officers as disclosed in our proxy statement. The Board of Directors recommends approval of the compensation of the named executive officers. The third proposal before us today is the ratification of the appointment of KPMG as our accounting firm for 2020. The Board recommends the ratification of KPMG. The fourth proposal before us today is the approval of the 2020 long-term incentive plan. The Board recommends the approval of the 2020 long-term incentive plan. The fifth proposal before us today is a stockholder proposal seeking approval to request the preparation of a report on voting by our funds and portfolios on matters related to climate change. The Board recommends a vote against this proposal. Mr. Tomaino of Zevin Asset Management is now invited to address the meeting as the proponent of proposal 5. Mr. Tomaino, you have been briefed, I understand, on the rules of the meeting. The floor is yours to address the group.

Thank you. Fellow shareholders and members of the Board, my name is Pat Miguel Tomaino, Director of Socially Responsible Investing in Zevin Asset Management in Boston. On behalf of Zevin Asset Management and our clients, I hereby move proposal #5, which asks for a report on potential inconsistencies between the proxy voting of T. Rowe Price and its subsidiaries and T. Rowe Price's public statements and pledges regarding climate change, including investment considerations associated with climate change risk. Public voting records for T. Rowe Price's mutual funds show that the funds voted against the vast majority of the climate change-related shareholder proposals that came to a vote at portfolio companies. Last year, T. Rowe Price funds supported only 24% of such resolutions, even when independent experts advanced a strong business and economic case for support. These shareholder proposals are primarily reasonable requests for portfolio companies to enhance disclosure on climate risk or consider adopting greenhouse gas production goals. That voting record flies in the face of the reasonable expectations of T. Rowe Price's investors and clients, and it requires further analysis and disclosure. Increasingly, leading investors and proxy advisory firms support the view that environmental, social and governance, "ESG," considerations can have a material impact on long-term financial performance, and thus, they factor in -- this into their proxy votes and recommendations. T. Rowe Price has adopted policies and taken steps that affirm the importance of ESG risk management and sound investment practice, however, our company needs a better approach to proxy voting. We hope you will support this proposal for 3 reasons: number one, T. Rowe Price's funds are leaving valuable, investable information on the table. T. Rowe Price could more effectively use proxy voting to support reasonable shareholder proposals and elicit climate risk-related information from portfolio companies. On this score, more thoughtful proxy voting would be more consistent with T. Rowe Price's ESG policy and its responsible investment guidelines. Number two, more thoughtful proxy voting would be more consistent with the expectations of T. Rowe Price clients and other stakeholders. T. Rowe Price is a member of the Principles for Responsible Investment, or PRI, a global network of investors and asset owners representing more than $89 trillion in assets. One of the principals encourages investors to vote conscientiously on ESG issues. And number three, T. Rowe Price funds are dramatically out of step with the practices of large peer investment institutions, many of them fellow PRI signatories. In contrast, funds managed by investment firms, such as PIMCO, Legg Mason, UBS and Invesco supported the majority of climate-related resolutions in 2019. In sum, the practices T. Rowe Price and subsidiaries appear -- practices of T. Rowe Price and subsidiaries appear insufficient and inconsistent with our company's many statements about ESG and climate change. This contradiction poses reputational risks for both clients and investors. Moreover, proxy voting practices that do not properly take account of climate change seem to ignore significant company-specific and economy-wide risks associated with negative impacts of climate change. Proposal #5 asks T. Rowe Price to join its peer asset management firms and evaluate whether its long-standing proxy voting philosophy and actions meet its goal of serving the best interest of clients, consistent with fiduciary duty and investing best practice. We urge you to vote yes on this proposal. Thank you.

Thank you, Mr. Tomaino. If any stockholder would like to ask a question or comment on this or any of the proposals, please submit your comment through the web portal or the telephone line. Because no further business is on the agenda to come before this meeting, we will move on to voting. The polls are now open for each matter to be voted on today. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. [Voting]

Okay. I've gotten a high sign. I declare the polls now closed and ask that the inspector of elections collect and tabulate the ballots. We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the Board have been duly elected, compensation of the named executive Officers has been approved by advisory vote, the appointment of KPMG has been ratified, that the 2020 long-term incentive plan has been approved, and that the stockholder proposal has not been approved. We will be reporting the final vote results in a Form 8-K to be filed with the SEC within 4 business days. If there is no further official business to come before this meeting, annual meeting of stockholders of T. Rowe Price Group is now adjourned. We will now proceed with the informal portion of the meeting. This is Bill Stromberg again, and the informal portion of the meeting starts with an update on the company, and I'm delighted to be able to do that with you. This first slide, which you should see through your portal, is our forward-looking statements page. It says that this presentation may contain forward estimates or opinions about our potential business results, that actual results could be different from the forward-looking statements, and we ask all investors to carefully consider the risks described in our 10-K before investing. As a global investment management firm, we are focused on delivering top-tier investment results and service to our clients. We now have about 7,400 associates operating in 16 countries, managing more than $1 trillion of assets. We are an independent, publicly traded firm with a rock-solid financial strength, meaningful inside ownership and a stable leadership team. We are a performance-driven and collaborative company. The culture is perhaps the single most important thing that we have to get right to allow T. Rowe Price to be successful over the long term. We've leaned on that culture during tough times and crises, like the one we're enduring now, and I'm confident that it will carry us through this time as well. Adhering to that culture has also helped the company produce strong and consistent financial performance since our IPO more than 34 years ago. On the left-hand chart of this slide --or the left-hand side of this chart, we show the growth of earnings per share in the dark gray line and dividends per share in the light blue line from our IPO through 2019. With our most recent dividend increase in February, the firm has now raised its dividend for 34 consecutive years. On the right, you can see the compound annual growth rates for revenues, GAAP earnings per share, dividends per share and total shareholder return over the last 5-, 10-, 20- and 30-year periods ending March 31, 2020. Over the longer terms, 20 and 30 years, T. Rowe's total return to shareholders has been attractive and about in line with the growth in earnings per share and dividends per share. Over the last 5 or 10 years, though, the total return has not kept pace with our healthy earnings and dividend growth as industry disruption and recent market headwinds have led to a lower valuation on our stock. We continue to manage your company with a long-term horizon in pursuit of consistent financial performance, and we believe that long-term shareholder returns will be consistent with the growth of earnings per share and dividends per share over time. We've all heard the expression business as usual. With COVID-19, our associates have shown great agility and resilience in adapting to what we have called business as unusual. About 97% of our associates around the world are working effectively from home. Special thanks go out to our technology and business continuity teams who have worked especially hard to make this happen. Our investment professionals have stayed close to the companies that we invest in, and they continue to collaborate globally across asset classes to bring our best thinking to bear for our clients. Additionally, our client service groups have stayed close to our clients and work with them across channels to help them meet their goals and manage through the disruption. Finally, we are pleased to be able to help our communities through the donation of personal protective equipment and through direct grants to nonprofits to best serve those in need. Over the last few years, we have been talking about just how much the marketplace has changed since the financial crisis of 2008 and '09. On the left here, we list some well-known but still very important market trends with several impacts being felt by asset managers noted on the right. To highlight just a few, we all know about the secular shift underway from active to passive investing. Though the shift has continued, our sense is that the pace of the shift will lessen as the dominating performance of U.S. large-cap stocks fades at some point. In the meantime, increased competition has raised the bar on performance and lowered the bar on fees for all managers. A second important trend is that distributors, such as a Morgan Stanley or a Bank of America or Schwab, are working with fewer asset managers, heightening the importance for firms like us to develop and maintain healthy strategic long-term partnerships with them. Finally, the marketplace, particularly in EMEA, is demanding attention to ESG concerns or environmental, social and governance factors. We expect this trend to grow globally, and we are taking serious steps to embed best practices throughout our company. Investment performance, as you know, is critical to our long-term success. And through March 31, 2020, our long-term performance for our clients has been very solid relative to peers and relative to benchmarks. Our results over shorter time periods have been a little bit more mixed. Our investment teams, though, remain as focused as ever on delivering excellent long-term value for our clients. On the left-hand side of this chart is a look at our U.S. retail mutual funds' performance versus peers, which are indicative of firm-wide results overall. We show the percentage of our funds in the top 2 Morningstar quartiles, pretty solid at 60% for 3 years, and strong at 71% and 76% over 5 and 10 years, and half in the top quartile for 10 years. On the right are results for our composites, which include all of our vehicles, not just mutual funds, and these products come net of fees from across the globe versus benchmarks. These figures are the best representation of our performance versus benchmarks across our entire book of business. The 66% outperforming over 10 years is very solid, and we're focused on delivering even better. No matter what else we say in a presentation like this, you should know that investment performance will always be a top priority for us. As of April 30, our assets under management have grown at 9% compounded over the last 10 years, driven by good market returns by the outflow that we've generated above the market returns and by positive net cash inflows. Also highlighted here is the growth of our multi-asset business with the lighter blue line. This includes our very successful target date and target retirement strategies, as you know, are key growth drivers for the company. We had $13.2 billion of net inflows in 2019, and we're pleased that the flows helped to diversify our business in several important ways. First, as you can see on the left, by asset class, we grew our international equity, U.S. fixed income and multi-asset businesses, each key areas of focus for us. In multi-asset, where we have strong long-term relative performance, net flows grew very nicely despite intensifying competition there. Also important to note is that in our core U.S. equity business, outflows in 2019 were significantly less than in each of the last 5 years. On the right, you'll see that about 50% of our flows came from EMEA and Asia Pacific where we have been investing to build our distribution network. Assets under management originating outside the U.S. is now 7%, growing steadily over the last few years. We experienced net outflows of $6.0 billion in the first quarter of this year as some clients derisked amidst the volatility, moving funds from equities to fixed income and to money market strategies. Nonetheless, we were pleased that both EMEA and APAC contributed positively in the quarter and positive flows returned in April. Here's a look at our most recent growth in revenues, earnings and dividends. Revenue growth was modest in 2019 as assets under management began the year at a low level due to the market downdraft in late 2018. Rising markets throughout 2019, though, coupled with disciplined expense growth, led to attractive 13% earnings per share growth in 2019. On the right are highlights of our 2020 first quarter results, which we reported 2 weeks ago. Despite the steep decline in global equity markets late in the first quarter of 2020, Q1 revenues were up 10% compared to Q1 '19. Earnings per share were flat as non-GAAP operating expenses grew 8% from the first quarter of 2019 as we continued to invest for the long term in our capabilities. We did adjust downward our estimated expense growth for 2020 to a range of 1% to 4% in light of current market conditions. Lastly, in February, we increased our quarterly dividend by 18% to $0.90 per share. Even considering the healthy dividend increase, our balance sheet remains rock solid. This has been a hallmark of our company for many years. This financial strength allows us to invest back into our business through good times and bad times. As of March 31, 2020, we had about $3.4 billion of cash and investments and no debt and $6.4 billion in stockholders' equity. While we have been reinvesting in our business, we've also been returning capital to shareholders. All the way to the right on this chart, you can see that over the last 10 years, we have returned 93% of our earnings to stockholders through regular dividends, 2 special dividends in 2012 and 2015, and through share repurchases. We took advantage of lower prices of T. Rowe Price stock in the first quarter, particularly in March, and we have bought back almost $1.4 billion of our shares since April 1, 2019. We will continue to return capital opportunistically. 2019 was a good year for the firm with the progress we made across a variety of strategic initiatives. I'll mention just a few. We strengthened our investment teams and grew our investment professionals by about 9%. We launched 6 new strategies, including our new China Evolution Equity Fund. After a 6-year review period, we received preliminary exemptive relief from the SEC for our semi-active -- semitransparent active ETFs, and we expect to launch in 2020. And we also launched our first ESG sustainable SICAV in January of this year. We continue to invest to broaden our global distribution footprint. We generated high client satisfaction scores in our individual investor and retirement plan services businesses, and we saw increasing brand recognition in most of the international markets where we operate. Finally, we made good progress in modernizing our operations and technology platforms. This is a multiyear commitment, and we have a ways to go, but progress has been very encouraging. T. Rowe Price believes in giving back to our communities where we work, and this chart shows some of the ways that we do it. T. Rowe Price has funded our foundation with $167 million cumulatively since its founding in 1981. The foundation team has granted $132 million since inception and $10.8 million in 2019 alone, including $6 million for associate matching gifts. Our associates volunteered more than 40,000 hours last year, and more than 350 associates served on charitable boards. I would also like to highlight our work on environmental sustainability as we have just recently learned that we have eclipsed our greenhouse gas emissions goal for 2025 as of the end of '19, and we expect and continue to work to make further advances. Giving back to our communities is important to us, and we will continue this good work through good times and bad. Finally, our 2020 priorities have some evergreen elements, such as delivering excellent investment results; attracting, developing and retaining top-tier talent while delivering on our diversity goals; continued diversification by expanding our global product and distribution teams; and strengthening our operations and technology platforms in terms of efficiency, scalability and security. Notwithstanding our response to the implications from COVID-19 and the market disruption, we also have specific initiatives underway, such as enhancing our U.S. retirement leadership through innovative work on retirement income, launching our series of semitransparent ETFs, progressing our middle office systems transitions, and further embedding ESG principles across the enterprise. We have a solid plan to grow and diversify our business while driving efficiency throughout the organization. We have responded well so far to the unusual start to 2020, and I'm excited about the opportunities in front of us. As always, we thank you for your support. I and some of our leadership team who are here will be happy to take your questions. This concludes the management presentation. I'll now open the floor to questions. As stated in the rules of conduct, we will impose a limit of one question per stockholder, which should be no more than 3 minutes in length. After all stockholders wishing to ask questions have had the opportunity to do so, additional questions up to a total of 3 will be allowed, if time permits. Please note, we will attempt to answer as many questions as time allows.

All right, Mr. Chairman. The first question we have asks, could you please describe the special investment that you have the largest dollar commitment to at this time?

Okay. We have a few large investments on our corporate balance sheet, which I assume the question is referring to. One is an investment in an Indian asset management company named UTI, or Unit Trust India. We made that investment to own 26% of that company in 2010. We carry it today on our balance sheet, and the company has grown since 2010. We also have a large commitment on our balance sheet to seed capital, and seed capital is a category where we use the company's cash to start new products and seed them with our capital to help build a track record, which then becomes of interest to more clients around the world. That is a substantial investment for us, north of $1 billion on our balance sheet. Those are the 2 big ones that I can think of.

Excellent. The second question, Mr. Chairman, the carpenter union pension fund with combined assets of $70 billion have a collective ownership position of 245,640 shares of T. Rowe Price stock. As long-term investors, we appreciate the company's actions to address employee safety and the difficulties being experienced by customers and other important corporate stakeholders related to the COVID-19 pandemic. At companies where T. Rowe Price holds a reported 5% or greater ownership position and also manages retirement fund assets at those companies, is there a Chinese wall in place within T. Rowe Price's operations to protect against any potential conflicts of interest?

I think I'm going to ask my Chief Legal Counsel, David Oestreicher, to take that question.

Sure. Yes, we are certainly attentive to conflicts of interest like this, and we have a code of ethics that addresses conflicts of interest. And as a matter of course, we do separate the activities of our investment teams from the activities of our sales and clients teams, and investments are made strictly based on our fiduciary principles. So there are appropriate separations.

Mr. Chairman, the next question is, why did the Board support voting against the report on climate change voting by the mutual funds, which was proposal #5 in our proxy statement?

I'm going to ask David, once again, to take that question. David?

Sure. So I think that our rationale and the Board's rationale was appropriately laid out in the proxy. First and foremost, I would say that the Board is very much engaged in ESG matters, certainly at the corporate level. And the Board, however, does not dictate the way in which the advisory subsidiaries vote, which is subject to the advisory's fiduciary principles and fiduciary duty. That said, our Board does take an interest in how the advisers operate in current corporate governance principles. And as a matter of course, we report to the Board on a regular basis our activities in the ESG space and our governance and proxy voting principles. We'd also say that, as laid out in the discussion in the proxy, the votes of our mutual funds are public and available. And so shareholders that have an interest in comparing the way in which say that we vote and our principles of voting can check the fact of how we actually do ultimately vote. And what we would say there is that the approach to our voting and the way in which we engage shareholders as an active manager, we have a number of different ways in which we can engage our portfolio companies as shareholders, is very clear and also very consistent with the way in which we actually do ultimately vote. And based on all of those factors, the Board and management felt that it wasn't a good use of corporate resources to go down the path of producing that report.

Are there any other questions? No other questions have come through. With no further matters to come before the meeting, the meeting is now officially adjourned. Thank you very much for joining us today.

Ladies and gentlemen, you may now disconnect. Have a great day.