UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 2322, 2021

WADDELL & REED FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-13913

51-0261715

(State or Other

Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6300 Lamar Avenue

Overland Park, Kansas 66202

(Address of Principal Executive Offices) (Zip Code)

(913) 236-2000

(Registrant’s telephone number, including area code)

(Registrant’s Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $.01 par value	WDR	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 58.0701 ~~SUBMISSION~~OTHER ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~EVENTS.

OnAs ~~March~~previously 23disclosed, ~~2021~~on December 2, 2020, Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”), ~~held~~entered ainto ~~special~~an ~~meeting~~Agreement and Plan of ~~stockholders~~Merger (the “~~special~~merger ~~meeting~~agreement”). Awith ~~definitive~~Macquarie ~~merger~~Management ~~proxy statement~~Holdings, onInc., ~~Schedule~~a ~~14A~~Delaware ~~with~~corporation ~~respect~~(“Macquarie”), toMerry ~~the~~Merger Sub, ~~special~~Inc., ~~meeting~~a ~~was~~Delaware ~~filed~~corporation ~~with~~and ~~the~~a ~~Securities~~wholly-owned ~~and~~subsidiary ~~Exchange~~of ~~Commission~~Macquarie on(the ~~February~~“Merger 17Sub”), ~~2021. Descriptions~~and of(solely ~~each~~for oflimited ~~the~~purposes) Macquarie ~~proposals~~Financial ~~voted~~Holdings ~~upon~~Pty atLtd, ~~the~~an ~~special~~Australian ~~meeting~~proprietary ~~are~~company ~~contained~~formed inunder the ~~definitive~~laws ~~merger~~of ~~proxy~~the ~~statement.~~Commonwealth ~~On February~~of 5Australia, ~~2021~~providing for, ~~the~~subject ~~record~~to ~~date~~the ~~for~~satisfaction ~~stockholders~~or ~~entitled~~waiver ~~to notice~~ of, ~~and~~certain ~~to vote at~~conditions, the ~~special~~acquisition ~~meeting, 62,178,244 shares~~ of ~~Class~~the ACompany ~~common~~by ~~stock~~Macquarie. ofSubject to the ~~Company~~terms ~~were~~and conditions ~~outstanding.~~of ~~The~~the ~~holders~~merger ~~of 51~~agreement,~~691,938~~ ~~shares~~Merger ofSub ~~Class~~will Abe ~~common~~merged ~~stock~~with ofand into the Company ~~were present at~~ (the ~~special meeting~~“merger”), ~~either~~with ~~virtually~~the orCompany ~~represented~~surviving the bymerger ~~proxy,~~as ~~constituting~~ a ~~quorum.~~wholly-owned ~~The~~subsidiary ~~results~~ of ~~the stockholder vote are as follows:~~Macquarie.

~~Proposal~~On 1:January ~~Vote~~28, to2021, ~~adopt~~ the ~~Agreement~~Company and ~~Plan~~Macquarie jointly offiled ~~Merger~~a ~~(as~~final ~~amended~~joint orvoluntary ~~supplemented~~notice ~~from~~for ~~time~~review toby ~~time,~~the Committee on Foreign Investment in the ~~“merger~~Unites ~~agreement~~States (“CFIUS”), which ~~dated~~CFIUS ~~December~~accepted 2,for ~~2020,~~review by ~~and~~letter ~~among~~dated ~~the~~February ~~Company~~4, ~~Macquarie~~2021. ~~Management~~In ~~Holdings,~~that ~~Inc.~~letter, aCFIUS ~~Delaware~~confirmed ~~corporation~~that ~~(“Macquarie”)~~February 4, ~~Merry~~2021 ~~Merger~~is ~~Sub,~~the ~~Inc.,~~first aday of ~~Delaware~~the ~~corporation~~initial ~~and wholly~~45-~~owned~~day ~~subsidiary~~review ofperiod ~~Macquarie~~and ~~(“Merger~~that ~~Sub”),~~this ~~and~~initial ~~(solely~~review ~~for~~period ~~limited~~will ~~purposes)~~conclude ~~Macquarie~~no ~~Financial~~later ~~Holdings~~than ~~Pty~~March ~~Ltd~~22, an2021. ~~Australian~~On ~~proprietary~~March ~~company~~22, ~~formed~~2021, CFIUS ~~under~~notified the ~~laws~~parties ofthat ~~the~~CFIUS ~~Commonwealth~~has ofdetermined ~~Australia,~~that ~~pursuant~~there toare ~~which,~~no ~~among~~unresolved ~~other~~national ~~things,~~security ~~Merger~~concerns ~~Sub will be merged~~ with ~~and~~respect ~~into~~to the ~~Company~~merger and ~~(the~~its ~~“merger”),~~review with ~~the~~respect ~~Company~~to ~~surviving~~ the merger asis ~~a wholly-owned subsidiary of Macquarie~~concluded.

~~The~~Receipt of the CFIUS clearance satisfies a certain ~~stockholders~~condition ~~approved~~to the ~~adoption~~closing of the merger. ~~agreement as~~The ~~follows:~~closing of the merger remains subject to the satisfaction or waiver of the remaining conditions to the merger set forth in the merger agreement.

For				Against				Abstain				Non-Votes
	50,896,822				645,515				149,601				0

Proposal 2: Advisory vote to approve the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement.

The stockholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement as follows:

For				Against				Abstain				Non-Votes
	31,023,728				19,931,586				736,623				0

Proposal 3: Vote to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

The adjournment proposal was rendered moot in light of the approval of Proposal 1.

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.

	WADDELL & REED FINANCIAL, INC.
Date: March 23, 2021	By:	/s/ Mark P. Buyle
Date: March 24, 2021	By:	/s/ Mark P. Buyle
		Senior Vice President, Chief Legal Officer, General
		Senior Vice President, Chief Legal Officer, General Counsel and Secretary
		Counsel and Secretary

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