Form 8-K





Washington D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-35355   45-2609100

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)

290 Woodcliff Drive, Fairport, New York 14450

(Address of principal executive offices and zip code)

(585) 325-6880

(Registrant’s telephone number, including area code)



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 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class





Name of each exchange on which registered

Class A Common Stock, $0.01 par value per share   MN   New York Stock Exchange
Common Stock Purchase Rights   MN   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 3.03. Material Modification to the Rights of Security Holders.

On April 14, 2021, the Rights Agreement (“Agreement”) between Manning & Napier, Inc. (the “Company”) and American Stock Transfer & Trust Company expired according to its terms and is of no further force and effect. Accordingly, as of April 14, 2021, the stock purchase rights distributed to holders of the Company’s Class A common stock pursuant to the Agreement expired and are no longer outstanding.

Item 8.01. Other Events.

Also on April 15, 2021, the Company issued a press release to announce the expiration of the Agreement, a copy of which is filed as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.





Description of Exhibit

99    Press Release issued by Manning & Napier, Inc. on April 15, 2021


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.




/s/ Sarah C. Turner

Name:   Sarah C. Turner
Title:   Corporate Secretary

Date: April 15, 2021


Exhibit 99



Manning & Napier, Inc. Announces Expiration of

Shareholder Rights Agreement

FAIRPORT, NY, April 15, 2021 - Manning & Napier, Inc. (NYSE: MN), (“Manning & Napier” or “the Company”) today announced that its shareholder rights agreement (the “Agreement”) expired in accordance with its terms on April 14, 2021. Shareholders are not required, nor do they need to take any action because of the termination of this shareholder rights agreement.

In connection with the expiration of the Agreement, the Company will take routine steps to voluntarily de-register the related preferred stock purchase rights under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has not arranged for listing or registration on another national securities exchange or quotation for the preferred stock purchase rights, because such rights have terminated.

These actions are administrative in nature and will have no effect on the Company’s common stock, which continues to be listed under the NYSE and registered under the Exchange Act.

About Manning & Napier, Inc.

Manning & Napier (NYSE: MN) provides a broad range of investment solutions through separately managed accounts, mutual funds, and collective investment trust funds, as well as a variety of consultative services that complement our investment process. Founded in 1970, we offer equity, fixed income and alternative strategies, as well as a range of blended asset portfolios, including life cycle funds. We serve a diversified client base of high-net-worth individuals and institutions, including 401(k) plans, pension plans, Taft-Hartley plans, endowments and foundations. For many of these clients, our relationship goes beyond investment management and includes customized solutions that address key issues and solve client-specific problems. We are headquartered in Fairport, NY.


Investor Relations Contact

Sean Silva

Prosek Partners


Public Relations Contact

Nicole Kingsley Brunner

Manning & Napier, Inc.


# # #