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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/AAmendment No. 1

ý    ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from                           to

Commission File Number 001-15253

LOGO

Janus Capital Group Inc.(Exact name of registrant as specified in its charter)



Delaware(State or other jurisdiction of
incorporation or organization)

43-1804048(I.R.S. Employer Identification No.)151 Detroit Street, Denver, Colorado(Address of principal executive offices)

80206(Zip Code)


(303) 333-3863(Registrant's telephone number, including area code)

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



Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $ 0.01 Per Share Par Value

New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:
None


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of June 30, 2016, the aggregate market value of common equity held by non-affiliates was $2,595,834,364. As of February 10, 2017, there were 184,300,141 shares
of the Company's common stock, $0.01 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None





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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this "Amendment") amends the Annual Report on Form 10-K for Janus Capital Group Inc. for the
year ended December 31, 2016 originally filed on February 16, 2017 (the "Original Filing"). We are filing this Amendment to present the information required under Part III of
Form 10-K, and to amend Part IV, Item 15 to file Exhibit 10.22. In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this Amendment under Part IV, Item 15.

Other
than as set forth above, no other items or sub-items of the Original Filing are being revised by this Amendment. Information in the Original Filing is generally stated as of December 31,
2016, and
this Amendment does not reflect any subsequent information or events other than those described above.

Capitalized
terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Filing.





PART IIIItem 10.

Directors, Executive Officers and Corporate Governance

2Item 11.

Executive Compensation

13Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

46Item 13.

Certain Relationships and Related Transactions, and Director Independence

49Item 14.

Principal Accounting Fees and Services

50PART IVItem 15.

Exhibits, Financial Statement Schedules

51Signatures

52


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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

Directors

Jeffrey J. Diermeier, Eugene Flood, Jr., J. Richard Fredericks, Deborah R. Gatzek, Lawrence E. Kochard, Arnold A. Pinkston, Glenn S. Schafer, Richard M. Weil,
Billie I. Williamson, and Tatsusaburo Yamamoto are the current directors of the Company, holding office until the 2017 annual shareholders meeting or until their successors are elected and qualify.
Ages shown below are as of February 24, 2017.



Director

Skills and QualificationsJeffrey J. Diermeier, 64

In determining that Mr. Diermeier should serve as a director of the Company, the Board of Directors identified Mr. Diermeier's extensive oversight experience related to financial reporting and corporate
governance standards as a trustee of the Board of the Financial Accounting Foundation, CFA Institute experience, mutual fund and investment adviser oversight experience while at UBS, corporate oversight as a member of several boards of directors and
committees, and his general executive management experience at UBS and its predecessor entity.Company Director of the Company
since March 2008Other current experience Director of the University of Wisconsin Foundation (a non-profit
fundraising and endowment management organization) and former chairman of its investment committee Director of Adams Street Partners (a private equity firm) since January 2011 Co-owner and Chairman of L.B. White Company (a heating equipment
manufacturer) since 2010Previous experience Trustee of the Board of the Financial Accounting Foundation
(oversees the Financial Accounting Standards Board and the Government Accounting Standards Board) from January 2009 to December 2015, and Chairman of the Trustees from November 2012 to December 2015 President and Chief Executive Officer of the CFA Institute (a
non-profit educational organization for investment professionals) from 2005 to January 2009 Advisory board member of Stairway Partners, LLC (a registered investment adviser) from March 2005 to December 2012 and currently a minority owner Chief Investment Officer of UBS Global Asset
Management from 2000 to 2004; prior to that, beginning in 1975, worked on the buy-side, principally overseeing asset allocations and running the fundamental equity team Chartered Financial Analyst designation


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Director

Skills and QualificationsEugene Flood, Jr., 61

In determining that Mr. Flood should serve as a director of the Company, the Board of Directors identified Mr. Flood's extensive investment management, mutual fund and investment adviser experience as a trustee
for CREF and TIAA-CREF, his senior management experience with Smith Breeden Associates and Morgan Stanley, and his economic-focused academic background. Mr. Flood has a Ph.D. in Economics from the Massachusetts Institute of
Technology.Company Director of the Company
since January 2014Other current experience Director of Research Corporation for Science Advancement since 2015 Member of Board of
Trustees of the Financial Accounting Foundation since January 2016 Chairman, Advisory Board, Institute for Global Health and Infectious Diseases, University of North Carolina, Chapel Hill Managing Partner, Next Sector Capital, LLC Member of Steering Board of the Eshelman
Institute, the Eshelman School of Pharmacy, University of North Carolina, Chapel HillPrevious experience Director of The Foundation for the Carolinas, a
non-profit group, from 2012 to 2015 Executive Vice President of TIAA-CREF from 2011 until his retirement in 2012 Member of the CREF Board of Trustees and TIAA-CREF Mutual Fund Board of Trustees for seven years, chairing the investment committee President and Chief Executive Officer of Smith Breeden
Associates (a North Carolina-based fixed income asset manager) for 12 years A range of trading and investment positions with Morgan Stanley from 1987 to 1999 Assistant Professor of Finance at Stanford Business School from 1982
to 1987


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Director

Skills and QualificationsJ. Richard Fredericks, 71

In determining that Mr. Fredericks should serve as a director of the Company, the Board of Directors identified Mr. Fredericks' extensive investment management, security analyst, and investment banking
experience and his corporate oversight experience as a member of several boards of directors.Company Director of the Company
since October 2006Other current experience Managing Director of the money management firm Main
Management LLC Director of Cadence Bancorp LLC Member of the Library of Congress Trust Fund Board since 2004 Director on the boards of several non-profit organizationsPrevious
experience International advisory board member of Komatsu Ltd. from 2003 to 2005 Director of Chiron Corporation until it was acquired by Novartis International AG from February 2003 to April 2006 U.S. Ambassador to both Switzerland and Liechtenstein from 1999 to
2001 Director of BanCorp
Hawaii in 1999 Banc of
America Securities (formerly Montgomery Securities), initially as a partner and later as Senior Managing Director, from 1977 to 1999


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Director

Skills and QualificationsDeborah R. Gatzek, 68

In determining that Ms. Gatzek should serve as a director of the Company, the Board of Directors identified Ms. Gatzek's extensive experience in mutual fund, broker dealer, investment adviser, and corporate governance matters in her roles
 as the chief legal adviser at ING Americas and Franklin Resources; as a partner at Stradley, Ronan, Stevens & Young; and as special counsel for the SEC. The Board of Directors also considered her legal, academic, and general executive
 management experiences in senior and executive positions at ING Americas; Franklin Resources; and Stradley, Ronan, Stevens & Young. Ms. Gatzek's experience with public company filings, business practices, and strategies also benefits
 the Board. Company Director of the Company since March 2004Other current experience Securities law attorney Serves on the boards of three non-profit organizations Principal, Oversight and Governance Solutions, LLCPrevious
 experience Chief
 Counsel to the Mutual Fund and Broker Dealer subsidiaries of ING Americas (an investment management firm) from 2001 to 2003 Partner at the law firm of Stradley, Ronan, Stevens & Young from 2000 to 2001 Senior Vice President and General Counsel of Franklin Resources,
  Inc. (an investment management firm) from 1983 through 1999 Special Counsel for the SEC and Regional Counsel for FINRA


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Director

Skills and QualificationsLawrence E. Kochard, 60

In determining that Mr. Kochard should serve as a director of the Company, the Board of Directors identified Mr. Kochard's extensive experience related to investment management, investment adviser oversight, general executive management
 and his economic-focused academic background while a senior executive officer on the investment teams of University of Virginia, Georgetown University, Virginia Retirement System, Fannie Mae, and The Goldman Sachs Group. Mr. Kochard has a Ph.D.
 in Economics from the University of Virginia. Company Director of the Company since March 2008Other current experience
 Chief Executive Officer of the University of Virginia Investment Management Company since January 2011 Member of the Investment Advisory Committee of the Virginia
 Retirement System since March 2011 Member of the Board and Chair of the Investment Committee for the Virginia Environmental Endowment since April 2013 Member of the Board of the Virginia Commonwealth University
 Investment Management Company since May 2015Previous experience Chairman of the College of William & Mary Investment
 Committee from October 2005 to October 2011 Chief Investment Officer for Georgetown University from 2004 to 2010 Managing Director of Equity and Hedge Fund Investments for the Virginia Retirement System from 2001 to 2004 Assistant Professor of Finance at the McIntire School of Commerce at
 the University of Virginia from 1999 to 2001 Financial analysis and planning, corporate finance, and capital markets roles with DuPont de Nemours and Company, Fannie Mae, and The Goldman Sachs Group, Inc. Chartered Financial Analyst designation


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Director

Skills and QualificationsArnold A. Pinkston, 58

In determining that Mr. Pinkston should serve as a director of the Company, the Board of Directors identified Mr. Pinkston's significant experience in the development, implementation, and coordination of business strategies, enterprise
 risk management, and corporate ethics practices, and his expertise in corporate and board of directors governance and corporate compliance in his roles as Executive Vice President and General Counsel at Allergan, Inc., Senior Vice President and
 General Counsel at Beckman Coulter, Inc., and Vice President and Deputy General Counsel of Eli Lilly and Company, and as a member of several boards of directors. Company Director of the Company since January 2016Other current experience Director, Sustainability Accounting Standards Board since January
 2016Previous experience Executive Vice President and General Counsel for Allergan, Inc. from October 2011 to March 2015 Senior Vice President, General Counsel, and Secretary for
 Beckman Coulter from November 2005 to May 2011 Vice President for Eli Lilly and Company from March 1994 to November 2005 Deputy General Counsel for Eli Lilly and Company from January 1999 to November 2001 and February 2003 to November 2005 Director of OneOC, a non-profit company, from 2008 to 2015 and
 Chairman from 2013 to 2014 Director of St Vincent Health hospital system from 2003 to 2005 Director of Indianapolis Local Public Improvement Bond Bank from 2002 to 2005 Director of Innocentive, Inc., a crowd source innovative
 solutions company, from 2003 to 2005 Director of Southwest Autism Research Center from 1998 to 1999 Director of Valley Big Brothers and Big Sisters, a non-profit company, from 1996 to 1998 Director of Bay Area Urban League, a non-profit company, from 1993
 to 1995


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Director

Skills and QualificationsGlenn S. Schafer, 67

In determining that Mr. Schafer should serve as a director of the Company, the Board of Directors identified Mr. Schafer's extensive accounting and financial experience as a former Chief Financial Officer at Pacific Life, investment and
 capital management experience as a senior executive and board member of Pacific Life, corporate oversight experience as a member of several boards of directors and committees, and general executive management experience as a senior executive and
 board member of Pacific Life. Company Director of the Company since December 2007 Chairman of the Board of Directors since
 April 27, 2012Other current experience Director of Mercury General Corporation since October 2015 (a
 publicly traded insurance company) Director of Genesis Healthcare, Inc. since 2006 (the successor company resulting from the combination of Skilled Healthcare Group, Inc., to which Mr. Schafer was a director, and Genesis Healthcare, LLC)
 (a nursing and assisted living facilities company) Director of GeoOptics LLC (a weather satellite manufacturer)Previous experience Director of the Michigan State University
 Foundation (a non-profit fundraising corporation) from 2004 to 2014 Board of Directors for Scottish Re Group from 2006 to 2007 Vice Chairman of Pacific Life Insurance Company from April 2005 until his retirement in December 2005 Member of Pacific Life Insurance Company's board of
 directors and President of Pacific Life from 1995 to 2005 Executive Vice President and Chief Financial Officer of Pacific Life from 1991 to 1995 Non-executive Chairman of Beckman Coulter, Inc. (a biomedical
 testing products developer and manufacturer) from 2009 to 2011


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Director

Skills and QualificationsRichard M. Weil, 53

In determining that Mr. Weil should serve as a director of the Company, the Board of Directors believes that the CEO of the Company should be a member of the Board of Directors and identified Mr. Weil's extensive business and legal
 experience in the investment management industry; his general executive management experience as a senior executive officer at PIMCO; and as a lawyer at Simpson Thacher & Bartlett LLP. The Board of Directors also considered his
 extensive experience in the development and oversight of global company operations. Company Chief Executive Officer and a director of the Company since February
 2010 Member of the
 Company's executive committee since February 2010 Member of the Board of Directors of the Company's subsidiaries, INTECH Investment Management LLC ("INTECH") and Perkins Investment Management LLC ("Perkins")Previous experience Global head of Pacific Investment Management Company LLC ("PIMCO") Advisory (an investment management firm) from February 2009 until joining Janus in February
 2010 Member of the board
 of trustees for the PIMCO funds from February 2009 to February 2010 PIMCO's Chief Operating Officer from 2000 to 2009, during which time he: led the development of PIMCO's global business; founded PIMCO's German operations; was responsible for
 PIMCO's operations, technology, fund administration, finance, human resources, legal, compliance, and distribution functions; managed PIMCO's non-U.S. offices; and served on PIMCO's executive committee General counsel for PIMCO Advisors LP from
 January 1999 to August 2000 Bankers Trust Global Asset Management from 1994 to 1995 in their hedge fund business Attorney with the law firm Simpson Thacher & Bartlett LLP in New York from September 1989 to 1994 Member of Security Industry and Financial Markets Association's
 ("SIFMA") board of directors and chaired the SIFMA asset management industry group until 2010


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Director

Skills and QualificationsBillie I. Williamson, 64

In determining that Ms. Williamson should serve as a director of the Company, the Board of Directors identified Ms. Williamson's significant expertise in financial reporting and audit process. The Board also considered her understanding of
 technology control implementation and protocols for businesses dealing in foreign countries as a Senior Global Client Serving Partner at Ernst & Young L.L.P. and her corporate oversight, financial reporting, and controls experience as a
 member of several boards of directors and audit and financial committees. Ms. Williamson is a Certified Public Accountant. Company Director of the Company since March 2015Other current experience Director and member of Audit Committee of Pentair plc (an
 industrial machinery company) since 2014 Director and Chairman of the Audit Committee of Energy Future Holdings Corporation (the largest private utility in Texas) since February 2013 Director and Chairman of the Audit Committee, and member of the
 Executive Committee of CSRA, Inc. (a software and technology company serving the public government sector) since November 2015 Co-Chairman of the Dallas Chapter of Women Corporate Directors Director of the North Texas Chapter of the National Association of
 Corporate Directors ("NACD") and a NACD Leadership Fellow Director on the boards of several non-profit organizationsPrevious
 experience Director and member of Audit and Nominating Corporate Governance Committees of Exelis Inc. (a global aerospace, defense, information and services company) from January 2012 until completion of the sale of the Company in May 2015 Senior Global Client
 Serving Partner at Ernst & Young L.L.P. from 1998 until retirement in December 2011, and served on the Americas Executive Board of Ernst & Young L.L.P. Lead Independent Director and member of Audit, Compensation, and
 Transaction Committees of Annie's Inc. from March 2012 until completion of the sale of the company in October 2014 Senior Vice President, Finance and Corporate Controller at Marriott International, Inc. from 1996 to 1998 Chief Financial Officer of AMX Corporation from 1993 to
 1996


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Director

Skills and QualificationsTatsusaburo Yamamoto, 52

In determining that Mr. Yamamoto should serve as a director of the Company, the Board of Directors identified Mr. Yamamoto's extensive experience in the financial services industry outside of the U.S. and his roles in management in the
 investment planning, asset management and international business management departments of The Dai-ichi Life Insurance Company, Limited ("Dai-ichi Life"), Executive Officer and Chief of Asset Management Business Unit of Dai-ichi Life Holdings,
  Inc. and Managing Director of Dai-ichi Life (Asia Pacific). The Board of Directors also considered his experience and familiarity with the Company's management team. Company Director of the Company since July 2015 Mr. Yamamoto was appointed director on July 24, 2015, after being designated by Dai-ichi Life as its representative for appointment to the Company's Board. This
 right was granted to Dai-ichi Life as a result of the Investment and Strategic Cooperation Agreement (the "Strategic Agreement") between Dai-ichi Life and the Company. In accordance with the Strategic Agreement, Dai-ichi Life was granted the right to
 designate a representative for appointment to the Company's Board after it acquired at least 15% of the issued and outstanding shares of the Company's stock, with such right continuing as long as Dai-ichi Life maintains ownership of at least 15% of
 the issued and outstanding shares of the Company's common stock or until the right is otherwise terminated in accordance with the terms of the Strategic Agreement. Before his appointment to the Board, the Nominating Committee met with
 Mr. Yamamoto, reviewed his background and business experience, and determined that Mr. Yamamoto possessed the membership criteria for non-employee directors as set forth in the Governance Guidelines.Other current experience
 Joined Dai-ichi Life in 1988 supporting numerous key areas related to investment planning, asset management, and international business management Executive Officer and Chief of Asset
 Management Business Unit of Dai-ichi Life Holdings, Inc. since October 2016; Executive Officer and General Manager, Investment Planning Department of Dai-ichi Life since 2015; General Manager, Investment Planning Department of Dai-ichi Life
 since 2014; Managing Director of Dai-ichi Life (Asia Pacific) from 2011 to 2014


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Executive Officers

All executive officers are elected annually by the Board of Directors and serve at the discretion of the Board. The executive officers shown below and Richard
M. Weil are considered our "named executive officers" ("NEOs") for purposes of this Amendment. Ages shown below are as of February 24, 2017.

Richard M. Weil's biographical information is included under "Directors" on page 9.

Bruce L. Koepfgen, 64 Mr. Koepfgen joined Janus in May 2011 as Executive Vice President. In July 2011, Mr. Koepfgen
was named CFO of Janus, and in August 2013, he was named President of Janus. He also serves as President and Chief Executive Officer of the Janus
Investment Fund and Janus Aspen Series Trusts (appointed in July 2014), and the recently established Detroit Street Trust and Clayton Street Trust (appointed to both in February 2016).
Mr. Koepfgen is a member of the Janus executive committee, INTECH's board of directors, and Perkins's board of managers, and works with senior leaders to advance the interests of Janus's
clients, shareholders, and employees. Prior to joining Janus, Mr. Koepfgen was Co-CEO of Allianz Global Investors Management Partners and CEO of Oppenheimer Capital from 2003 to 2009. From
August 2010 through October 2011, Mr. Koepfgen was a director of the Mortgage Guaranty Insurance Corporation, and was a director of Thermo Fisher Scientific from May 2005 through September
2008. Mr. Koepfgen was previously a managing director of Salomon Brothers Inc. where he held various positions from 1976 to 1999, and he was president and principal of Koepfgen
Company LLC, a management consulting organization, from 1999 to 2003.

Enrique Chang, 54 Mr. Chang has served as President, Head of Investments of Janus since April 2016. Mr. Chang has
more than 28 years of financial industry experience. Upon joining Janus in September 2013, Mr. Chang was Chief Investment Officer, Equities and Asset Allocation. Mr. Chang has
also served as a Portfolio Manager on the Janus Global Allocation strategies since 2015 and as a member of the Janus executive committee since 2013. From 2006 to 2013, Mr. Chang held various
positions at American Century Investments, headquartered in Kansas City, MO, including serving as chief investment officer and executive vice president from 2007 to 2013, as well as a corporate board
of director of American Century Investments from 2007 to 2013. Mr. Chang served as president and chief investment officer for Munder Capital Management from 2004 to 2006. Prior to that, he held
a number of senior investment management positions at Vantage Global Advisor (from 1997 to 2000), J&W Seligman and Co. (1997) and General Reinsurance Corporation (from 1993 to 1997).

Jennifer McPeek, 47 Ms. McPeek is Executive Vice President and Chief Financial Officer of Janus. Ms. McPeek was
appointed CFO of Janus in August 2013 and was appointed as Executive Vice President in January 2014. Prior to taking over as CFO, Ms. McPeek was Senior Vice President of Corporate Finance and
Treasurer overseeing the Financial Planning, Investor Relations, Treasury, and Corporate Development functions. In Ms. McPeek's current role, she serves as a member of the Janus executive
committee and oversees Janus's finance, corporate accounting, and tax departments. Prior to joining Janus in 2009, Ms. McPeek was senior vice president of strategic planning at ING Investment
Management  Americas Region from 2005 to 2009. Ms. McPeek was previously an Associate Principal at McKinsey and Company in their corporate strategy and finance practice from
1995 to 2001, and previously worked in the investment banking industry for Bank of Boston and Goldman, Sachs & Company from 1991 to 1995. Ms. McPeek holds the Chartered Financial Analyst
designation.

Augustus Cheh, 49 Mr. Cheh joined Janus in March 2011 as President of Janus International (a division of Janus), and
oversees Janus's non-U.S. businesses in Europe, Asia Pacific, and Latin America. Mr. Cheh is also Executive Vice President of Janus Capital Management LLC and a member of the Janus
executive committee. Prior to joining Janus, Mr. Cheh was at AllianceBernstein

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from
2003 to 2011. He was serving as CEO of Asia ex-Japan when he left in 2011, with oversight responsibility for the institutional, retail, and Bernstein sell-side businesses for the Asia region.
Mr. Cheh was the global director of investments at PricewaterhouseCoopers from 2000 to 2003. From 1994 to 2000, Mr. Cheh was at J.P. Morgan Investment Management where he started as a
senior quantitative research analyst. Later on, he was a trader of U.S. government and money market securities, and subsequently, he was a fixed income portfolio manager where he managed
short-duration and intermediate-duration strategies and other fixed income portfolios. He was also portfolio manager of the JP Morgan U.S. Short Duration Bond Fund. Before joining J.P. Morgan
Investment Management, Mr. Cheh was a management and actuarial consultant at Towers Perrin from 1991 to 1994.

Officer Code of Ethics

Our Officer Code of Ethics for the CEO and Senior Financial Officers (including our CEO, Chief Financial Officer ("CFO"), and Chief Accounting Officer) (the
"Officer Code") is available on our website at ir.janus.com in the "Governance Documents" section and is reviewed by the Nominating Committee. Any amendments to or waivers of the Officer Code will be
disclosed on our website at ir.janus.com in the "Governance Documents" section.

Audit Committee

The members of the Audit Committee are Jeffrey J. Diermeier, Deborah R. Gatzek, Arnold A. Pinkston and Billie I. Williamson, each of whom is independent under
the standards established by the Board and the NYSE. Mr. Diermeier is Chairman of the Audit Committee.

Audit Committee Financial Expert

The Board has determined that each member of the Audit Committee meets the accounting or related financial management expertise requirements of the NYSE and
that Mses. Gatzek and Williamson and Messrs. Diermeier and Pinkston qualify as "audit committee financial experts" under applicable SEC regulations. No member of the Audit Committee serves on
an audit committee of more than two public companies in addition to Janus.

Item 11.    Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") provides shareholders with a detailed description of the Company's executive compensation philosophy,
programs, and process, explains the compensation decisions the Compensation Committee (defined as the "Committee" for purposes of this CD&A) has made under those programs, and describes the factors
considered in making those decisions.

Executive Summary

The Committee believes that shareholders' interests are best served when executive compensation is tied to Company performance. Our compensation programs are
designed to:

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Further,
the Committee believes that executives should be appropriately rewarded for successfully executing the Company's long-term strategy, which is based on a three-prong approach that focuses on
investment performance, financial performance and strategic results. (See page 19 for a more detailed discussion of the Company's long-term strategy.)

Company Results



The Committee and management recognized that the Company's largest Janus equity and fixed income strategies, as well as INTECH, underperformed in 2016. In
Janus's fundamental equity platform, as of December 31, 2016, only 46%, 81% and 73% of mutual fund assets were performing in the top half of their Morningstar categories on a one-, three- and
five-year basis, compared to 84%, 70%, and 62% at the end of 2015. Only 11%, 16% and 84% of fixed
income mutual fund assets were performing in the top half of their Morningstar categories as of December 31, 2016 on a one-, three- and five-year basis, compared to 82%, 100%, and 82% at the
end of 2015. And 0%, 6% and 15% of INTECH strategies were outperforming their benchmarks (net of fees) on a one-, three- and five-year basis as of December 31, 2016, compared to 74%, 53%, and
67% at the end of 2015.



Total revenue in 2016 declined approximately 6% compared to 2015, and adjusted operating income dropped by approximately 15% compared to 2015. In addition,
the underperformance of the Company's largest fundamental equity and mathematical equity strategies led to a decline in performance fees, $(37) million in 2016 compared to $(10) million in 2015.
Despite a decline in revenue and operating income, the Company maintained a strong balance sheet during the year and generated $262 million of cash flow from operations. Additionally, over the
course of 2016, the Company returned $149 million to shareholders in the form of share repurchases and regular dividends, which was equivalent to 57% of annual cash flow from operations. For a
reconciliation of adjusted operating income with generally accepted accounting principles, please see page 33 of our Original Filing.



On October 3, 2016, the Company announced a proposed merger with Henderson Group plc. The merger of the two firms is expected
to:

During
2016, the Company posted its 8th consecutive year of organic growth in the fixed income business and the 6th consecutive year of organic growth for the
non-U.S. business. Additionally, the

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U.S.
Intermediary channel had $2.8 billion of net flows during the year, a 5% organic growth rate, which compared favorably on a relative basis to meaningful outflows across the U.S. active
mutual fund industry.

2016 Executive Compensation

The
Committee continued to utilize the scorecard approach used in prior years to drive decisions around CEO compensation and maintain the proper alignment with Company performance.
Despite achieving an 86% shareholder approval for our executive compensation program again in 2016, the Committee continues to evaluate the structure of the CEO's and other NEO's compensation,
particularly the elements of their variable compensation to ensure the compensation program meets the objectives set out above and aligns the interests of Janus executives, shareholders and clients.
The Committee, aided by Aon Hewitt and McLagan Partners, Inc. (collectively, the "Compensation Consultants"), did not make any modifications to the structure of the executive compensation
program for 2016.

Based
on the results described above and in more detail throughout this CD&A, the Committee rated the CEO down for investment results, neutral for financial results, and up for strategic results, and
accordingly set the CEO's total compensation for 2016 at $7.69 million, which is 124% of target and an 8% decline from 2015 total compensation. Please see page 16 for more detail
regarding the Committee's decisions about CEO pay.

Analysis of Pay for Performance

This section describes (i) how the CEO's 2016 compensation is tied to the Company's performance and (ii) the process by which the Committee
determined the CEO's 2016 compensation.



The Committee believes that executives should be appropriately rewarded for successfully executing the Company's long-term business strategy, while optimizing
current year operating results. The current business strategy focused on investment performance, client service, financial strength, andIntelligent
Diversificationcontinues to meet the evolving needs of the Company's clients. The Committee believes that executive compensation decisions, and in particular, the CEO
compensation decisions, should give reasonable weight to the achievement of strategic business goals designed to generate long-term results for clients and shareholders. To do otherwise would
undermine motivation of key executive talent during a critical time in the Company's evolution.



The CEO's compensation structure is based upon the same factors used by the Company to evaluate its business. This structure aligns CEO compensation with
factors that the Committee believes drive long-term value for shareholders and clients. As illustrated in the table below and consistent with the process implemented for prior years, the Committee
utilized a scorecard for 2016 in which 30% of the CEO's variable compensation was based on delivering investment excellence for clients, 30% was based on driving financial results for shareholders,
and the final 40% was

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based
on executing the strategy, including variousIntelligent Diversificationinitiatives, which should generate better long-term results for clients
and shareholders.



Weighting

Objectives

Performance Factors30%

Deliver investment excellence for clients

 1-, 3- and 5-year
investment performance30%

Drive financial results for shareholders

 Total company net flows Operating income and margin
growth Maintain a strong
balance sheet and continue returning capital to shareholders40%

Drive strategic results for long-term success for clients and shareholders

 Deliver on client promises ExecuteIntelligent Diversificationinitiatives Ensure operational excellence


For
2016, 60% of the CEO's variable compensation was dependent upon delivering investment excellence for clients and driving financial results for shareholders. This weighting balances client and
shareholder expectations and aligns most of the CEO's variable compensation with results that drive value for each of these important stakeholders. The Committee determined it was appropriate to tie
the remaining 40% of variable compensation to the execution of the Company's overall business strategy, including our ongoing commitment to client service, delivering operational excellence, and
executing the variousIntelligent Diversificationinitiatives focused on diversifying product offerings, distribution capabilities, and geographic
presence.



The
Committee established a total variable compensation target for Mr. Weil's 2016 compensation. In its analysis, the Committee reviewed the median variable compensation for
the Company's Public Company Peer Group as provided by its Compensation Consultants. The Committee also considered the Company's revenue and total AUM as compared to the revenue and total AUM of the
companies in the Public Company Peer Group, as well as relative performance against these peers. In addition, the Committee considered the complexity of the Company's business as compared to the
companies in the Public Company Peer Group. The market data provided by the Committee's Compensation Consultants indicates a median CEO variable compensation amount for the Company's Public Company
Peer Group of approximately $8.4 million. For the aforementioned reasons, the Committee adjusted this amount downwards by approximately one-third and set the CEO's variable compensation target
at $5.6 million. See "Compensation Decision-Making Process  Peer Groups" on page 26 for more detail.



Having
established the total variable compensation target amount for Mr. Weil, the Committee completed a rigorous assessment of Mr. Weil's performance relative to
specific 2016 investment, financial, and strategic objectives mentioned in the table above and described in more detail below. As previously mentioned, the Committee assigned a weighting to each of
the three categories of objectives to identify for shareholders how their relative importance relates to the Company's overall success, and, therefore, to shareholder value. The Committee then rated
Mr. Weil's performance against each of these factors to determine an overall performance rating.

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The
Committee's evaluation of the CEO's performance involved: (i) completing an assessment of the CEO's overall performance versus each objective; (ii) using the following table to
identify a ratings range for each set of objectives; and (iii) determining an overall performance ratings range in consideration of actual performance and the assigned weights.



Rating

Ranges of the Committee's Evaluation of Performance0.0 to 0.5

Significant decline in absolute performance year-over-year
Bottom quartile performance relative to the applicable peer group or Morningstar ratings0.6 to 1.0

Slight decline to flat in absolute performance year-over-year
Slightly below median performance relative to the applicable peer group or Morningstar ratings1.1 to 1.5

Slight to moderate increase in absolute performance year-over-year
Slightly above median performance relative to the applicable peer group or Morningstar ratings1.6 to 2.0

Significant increase in absolute performance year-over-year
First or high second quartile performance relative to the applicable peer group or Morningstar ratings


The
Committee's determination of a ratings range for each of the weighted objectives was determined by reviewing:

Below
are the highlights of the results from each area of evaluation (Investment Excellence, Financial Results, and Strategic Results) that the Committee took into account when determining the CEO's
compensation for 2016.



Weight

Objective

Performance Factors30%

Deliver investment excellence for clients

 1-, 3- and 5-year
investment performance




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The Committee's Evaluation of Investment Excellence:Based on (i) significant declines in the short-term investment performance of the Company's fundamental
equity and fixed income strategies; (ii) balanced by solid long-term investment performance for both the fundamental equity and fixed income strategies; and (iii) below benchmark
performance of the mathematical equity strategies, the Committee assigned a rating of0.6 to 1.0to the objective of "Investment Excellence" in 2016.
This represents a decline from the prior year rating of 1.1 to 1.5.



Weight

Objective

Performance Factors30%

Drive financial results for shareholders

 Total company net flows Operating income and margin
growth Maintain a strong
balance sheet and continue returning capital to shareholders


The
Company's 2016 business performance and financial results were largely driven by a $66 million decline in revenue compared to the prior year. The year-over-year decline was driven by an
increase in negative performance fees, as a result of underperformance in the Janus Equity and INTECH strategies, as well as lower management fees. 2016 business performance and financial results are
as follows:



The Committee's Evaluation of Financial Results:Based on the slight decline in total company net flows year-over-year, the decline in operating margins largely
due to a drop in performance fee revenues, the Company's strong balance sheet, and the continued return of capital to shareholders, the Committee assigned a rating of0.6 to
1.0to the objective of "Financial Results" in 2016. This represents a decline from the prior year rating of 1.1 to 1.5 to this objective.

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Weight

Objective

Performance Factors40%

Drive strategic results for long-term success for clients and shareholders

 Deliver on client promises ExecuteIntelligent Diversificationinitiatives Ensure operational excellence


The
Company's multi-year strategic plan focuses on investment performance, client service, financial strength, andIntelligent Diversification. Intelligent
Diversificationincludes several growth initiatives, including growing the fixed income business by maximizing the opportunities for the fundamental and global macro
strategies, expanding our non-U.S. distribution capabilities, strengthening our U.S. Intermediary distribution capabilities, and further advancing our diversification through organic and
potentially inorganic research, development, and investment. The strategic results section of the scorecard focuses on the progress achieved in executing theIntelligent
Diversificationinitiatives and on other key strategic priorities during the year.



The Committee's Evaluation of Strategic Results:Based on the transformational merger with Henderson Group plc, the significant achievements executing the Intelligent Diversificationinitiatives and the progress on numerous key strategic priorities during 2016, including asset retention in the fixed income
business, and demonstrated strength of the U.S. and non-U.S. distribution teams, the Committee assigned a rating of1.6 to 2.0to the objective of
"Strategic Results" in 2016. This represents an increase from the prior year rating of 1.1 to 1.5.



Based
on the investment performance, financial results, and the progress executing the Company's strategic initiatives described above, the Committee established the cumulative
"Overall Performance Rating" rating at1.1 to 1.5for 2016, which is consistent with the rating the Committee established
in 2015.

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Summary of the Committee's  Evaluation of CEO Compensation:

GRAPHIC



The
CEO's actual total compensation for 2016 was $7.69 million, consisting of a base salary of $0.575 million and total variable compensation of $7.11 million.
The CEO's variable compensation represented approximately 93% of his total direct compensation in 2016. The 8% year-over-year decline in CEO total compensation is aligned with the Company's absolute
and
relative performance and remains situated under the median total compensation amount when compared to the Company's Public Company Peer Group.

Base Salary:Since joining Janus in 2010, Mr. Weil's base salary has only been adjusted once, from $500,000 to $575,000 at the beginning of 2015. The
Committee continues to believe that Mr. Weil should be compensated almost exclusively through variable compensation and determined not to issue an increase in Mr. Weil's base salary for
2017.

Actual Total Variable Compensation:The CEO's actual total variable compensation award was determined by multiplying the $5.6 million target total variable
compensation amount by the Committee-determined Overall Performance Rating. Total variable compensation was awarded 50% as a cash bonus and 50% in LTI awards. The value of the CEO's LTI awards were
granted as follows:



PSU Award Vesting:Mr. Weil's 2013 PSU award vested at 54.33% of target in 2017, for a total of 53,110 stock units. The vesting provision for this award of
97,747 units was 3-year cumulative operating margin from 2014 through 2016, adjusted for merger-related costs in 2016 (totaling $13.3 million). Cumulative margin for this period was 29.2%,
versus a target of 31.0%, and a vesting range between 27% and 35%.

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Other NEO Compensation

This section describes how each of the other NEO's compensation is tied to performance for 2016. When determining the amount of compensation paid to the other
NEOs, as described below, the Committee considered, among other factors, the following:



Ultimately,
it is the Committee's judgment of these factors, along with competitive data, that form the basis for determining the other NEOs' compensation.



Base
salary represents a small proportion of our other NEOs' compensation (11% in 2016) and salary increases are rare, as the Committee believes the other NEOs should receive a significant portion of
their compensation as variable compensation as it better correlates to Company
performance. The Committee determined that no salary increases were warranted for any NEO for 2017.



The
Committee emphasizes variable compensation as the primary element of the other NEOs' compensation program, illustrated by the fact that 89% of the other NEOs' total direct compensation was
variable compensation and not guaranteed, including 37% in the form of LTI awards.



Variable
compensation awards paid to the other NEOs are based upon their contributions toward Company-wide investment performance, financial results, and strategic priorities, as
well as their performance compared to individual objectives. These awards are determined following an assessment of each of the other NEOs:



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Based
upon each of the other NEOs' individual performance and contributions to the Company's objectives, 2016 variable compensation awards for the NEOs are in alignment with Company results. Compared
to 2015, variable compensation awards for NEOs (excluding Mr. Chang, who was not a NEO in 2015) were all down 12%.

The
compensation described above differs from the amounts shown in the "Summary Compensation Table" on page 31 because the above compensation
shows variable compensation associated with 2015 performance that was determined and paid to the other NEOs in 2016.

While
there is no specific weighting, nor is there a requirement that individual contributions be measured across scorecard objectives, each of the other NEOs made meaningful contributions toward the
following Company objectives described in the scorecard approach used to assess the CEO's performance, which were considered by the Committee in establishing variable compensation awards for 2016:





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Elements of Executive Compensation

In addition to compensation amounts that are competitive and appropriate, the Committee intends for the compensation program to be internally fair and
equitable relative to roles, responsibilities, and relationships among NEOs. Accordingly, the Committee also considers other factors in the process of determining compensation levels for each NEO,
other than the CEO, including those factors described elsewhere in this CD&A.



The
Committee believes that Janus provides pay for performance programs that are externally competitive and internally equitable (similar pay opportunities for similar roles and
responsibilities), and that support the following compensation program objectives:



Janus
pays base salaries to attract talented executives and to provide a fixed amount of cash compensation. Base salaries for the NEOs are individually determined by the Committee, in consultation
with the Compensation Consultants, and reflect the NEOs level of responsibility, expertise, skills, knowledge, and experience. The Committee determines the base salary amounts for the upcoming fiscal
year each December.



Other
than for the CEO, President, and CFO, variable compensation for all Janus employees is generally paid out of a pool of funds equal to a percentage of consolidated operating income before the
deduction of incentive compensation ("pre-incentive operating income"). The overall pools from which variable compensation awards are granted are a function of the Company's performance in any given
year. Based on underperformance in the Company's largest Janus equity and fixed income strategies, as well as INTECH, and declines in both revenue and operating income in 2016, there was a notable
decrease in the Company's variable compensation pools in 2016.

Variable
compensation is awarded in the form of cash and LTI awards (consisting of a mix of PSUs, restricted stock, and mutual fund unit ("MFUs") awards in 2016). Half of the CEO's compensation is in
the form of LTI awards, and the other NEOs receive a significant portion of their variable compensation in the form of LTI awards.



Variable
compensation awards to NEOs are typically granted as a combination of cash and equity (in the form of LTI awards), with equity comprising a significant portion of the total variable
compensation award. By awarding a portion of the total variable compensation award as cash, the Committee is able to provide appropriate short-term incentives for the NEOs, which is an important

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retention
element of our overall compensation philosophy. Awarding a significant portion of the total variable compensation award as equity serves two fundamental compensation objectives:
(i) LTI awards reinforce a longer-term focus that balances the short-term nature of the cash award; and (ii) when used in conjunction with the stock ownership guidelines, LTI awards
ensure the NEOs acquire and maintain a meaningful stock position in the Company, which creates a strong alignment between the interests of the NEOs and the long-term interests of Janus shareholders.
Stock ownership levels for each NEO are reviewed annually by the Committee and evaluated against the minimum stock ownership guidelines as described under "Ownership
Guidelines" on page 28. As of February 24, 2017, Mr. Weil's equity ownership exceeded 20 times his base salary.

As
set forth in the "Summary Compensation Table" on page 31, the Company issued the following types of long-term incentives for NEOs in 2016:



Title

Type of Awards

Vesting ScheduleCEO

50% Restricted Stock

4-year ratable time-based vesting (i.e., 25% each year)​

50% Performance Share Units

3-year cliff performance-based vesting, based on 3-year relative TSRPresident

85% Restricted Stock

4-year ratable time-based vesting (i.e., 25% each year)15% Mutual Fund Unit Awards

4-year ratable time-based vesting (i.e., 25% each year)President, Head of Investments

56% Restricted Stock

4-year ratable time-based vesting (i.e., 25% each year)​

44% Mutual Fund Unit Awards

4-year ratable time-based vesting (i.e., 25% each year)Other NEOs

100% Restricted Stock

4-year ratable time-based vesting (i.e., 25% each year)




The
Committee grants LTI awards to our CEO and the other NEOs in the form of restricted stock awards ("RSA"s), PSUs and MFUs. LTI grants account for a significant portion of NEO compensation to
provide alignment between executive compensation and the interests of our shareholders and fundholders. RSAs are the most common form of awards for the other NEOs. In 2016, the CEO received half of
his LTI in the form of PSUs which vest based upon three-year relative total share return (defined below), and the President and President, Head of Investments received a portion of their respective
LTI in the form of MFUs, which is appropriate given their respective roles in the Company. The Committee evaluates and determines the appropriate forms and mix of LTI awards on a periodic basis,
including consideration of the market data provided by the Compensation Consultants. In keeping with its goal of providing market competitive compensation to the Company's executives, the Committee
determined that RSAs would be the primary form of LTI award granted to the other NEOs in 2016.

Compensation Decision-Making Process

The Committee determines the levels and type of compensation paid to the NEOs. The Committee also considers the scope of each NEOs responsibilities, skills,
and talents, demonstrated leadership capabilities, compensation relative to similarly situated peers, and Company and individual performance on an absolute and relative basis. External factors, such
as market compensation levels, unforeseen issues that arise during the year that may lead to a change or reprioritization of

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pre-established
goals or objectives, and Compensation Consultant recommendations, are also taken into consideration.



The
Committee, in consultation with the Board and management, reviews the material terms of the Company's compensation policies and programs for all employees, and identifies
compensation-related risks that are reasonably likely to have a material adverse impact on Janus, as well as features of the Company's compensation programs that could encourage excessive risk-taking.
The Compensation Committee reports regularly to the Board.



Janus
competes for top executive talent with a broad and diverse range of public and privately owned asset management firms, including firms that, from a size and complexity
perspective, are smaller, larger, or similar to Janus. Recognizing this wide range of competitors and acknowledging the complexity associated with pay and performance comparisons, the
Committee:



Our
Custom Peer Group includes 17 companies that are most similar to Janus relative to size, business complexity, and operating structure. This group includes companies that are publicly owned, like
Janus, as well as privately owned companies and asset management subsidiaries of larger companies. In 2016, the Committee reviewed the composition of the Custom Peer Group and determined that no
changes were necessary.

In
determining the reasonableness of the 17-company Custom Peer Group, the Committee acknowledges that: (i) no single competitor company is exactly like Janus; (ii) Janus competes with a
broad range of companies for executive talent; and (iii) the Custom Peer Group provides data from publicly traded asset management companies in addition to the confidential data from private
companies, which provides the Committee with a more complete view of the competitive landscape.

The
Committee believes that the Custom Peer Group for 2016 provides a reasonable frame of reference for evaluating executive pay levels and practices given a combination of factors, including the
competitors' size, geographic scope, operating structure, product breadth, operating complexity,

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channel
coverage, ownership, history, and performance. The Custom Peer Group consists of the following firms:



Janus's Custom Peer GroupAffiliated Managers Group

Neuberger Berman GroupAllianceBernstein Holding L.P.

Nuveen InvestmentsAmerican Century Investments

Old Mutual Asset ManagementDelaware Investments

Oppenheimer Funds, Inc.Eaton Vance Management

Putnam InvestmentsJennison Associates, LLC

T. Rowe Price Associates, Inc. (1)Lazard Asset Management LLC

Waddell & Reed, Inc.MFS Investment Management

Western Asset Management Co.Morgan Stanley Investment Management


(1)Considered
in the pay analysis for all other NEOs. This company was not included in the CEO pay analysis due to the incumbent's significant equity holdings which may
or may not have had a distortive impact on that CEO's compensation.




Our
Public Company Peer Group takes into consideration companies with similar business models and represents peers with which the Company may compete for talent, but it also includes companies that
are, in some cases, substantially larger than Janus on a revenue and/or AUM basis. The Public Company Peer Group provides shareholders the opportunity to make independent comparisons of the Company's
relative pay and performance. The Committee believes that public asset management companies that compete with Janus for business and talent provide better pay and performance comparisons than do
companies that are only similar to Janus based on the amount of revenues or assets. There are a smaller number of publicly traded global asset management companies that are similar to Janus when the
following factors are taken into consideration: size, geographic scope, operating structure, product breadth, operating complexity, distribution coverage, ownership, history, and performance. The
Committee acknowledges that the Public Company Peer Group includes companies that are larger than Janus, and for that and other reasons as described on page 16 under the section titled
"Analysis of Pay for Performance  Compensation Committee Decisions about CEO Pay  Setting Total Variable Compensation
Target," decided to adjust the CEO's 2016 variable compensation target downward by approximately one-third compared with median total variable pay data from this peer group.
The Committee reviewed the composition of the Public Company Peer Group in 2016 and determined that no changes were necessary.

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The
Public Company Peer Group consists of the following firms:



Janus's Public Company Peer GroupAffiliated Managers Group, Inc.

Franklin Resources, Inc.AllianceBernstein Holding L.P.

Invesco Ltd.Ameriprise Financial, Inc.

Legg Mason, Inc.Cohen & Steers, Inc.

Old Mutual Asset ManagementEaton Vance Corp.

T. Rowe Price Group, Inc.Federated Investors, Inc.

Waddell & Reed Financial, Inc.




In
making compensation decisions, the Committee relies in part on advice from the Compensation Consultants who provide an objective perspective, comprehensive comparative data on the
financial services industry, pay for performance approaches, and general best practices, which enhance the quality of the Committee's decisions.



Management
assists the Committee by providing information and recommendations on Janus's various compensation programs. At the beginning of each year, the CEO, in conjunction with
Janus's Human Resources department and other key leaders within Janus, recommends to the Board and the Committee the investment, financial, and strategic objectives for the Company. During the year,
management provides the Board and the Committee with periodic progress reports. At the end of each year, management presents the Committee with its evaluation of the Company's performance against
those objectives. The CEO then evaluates the individual performance of each member of the senior management team and recommends levels of compensation (other than his own) to the Committee for review
and approval.

Shareholder Outreach and Review of Compensation Practices

At the 2016 annual meeting of shareholders, approximately 86% of the votes cast were in favor of the advisory vote to approve executive compensation, which
was in line with the 2015 approval rate of approximately 86% and 2014 approval rate of approximately 90%. The Company actively considers the results of the advisory vote to approve executive
compensation each year and engages regularly with its shareholders throughout the year, which provides shareholders with an opportunity to raise issues. The Committee will continue to look for
appropriate opportunities in which to engage shareholders prior to material changes to the Company's executive compensation structure.

Additional Compensation Practices and Policies



The
Compensation Committee determines the minimum stock ownership guidelines for the CEO, the other NEOs, and all members of the Company's Executive Committee. Ensuring that
executive officers own a meaningful number of shares in the Company more closely aligns their economic interests with our shareholders.

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As
of February 24, 2017, all NEOs and Executive Committee members are either meeting the guidelines, or on track to fulfill guidelines by the required deadline.



The
Company generally believes that reasonable severance benefits should be provided to employees without individual performance issues whose employment is terminated due to role
elimination. Fair and reasonable severance benefits provide some support to terminated employees as they seek new employment. Severance benefits also provide Janus an opportunity to obtain a release
of legal claims and enforce additional restrictive covenants (such as non-solicitation clauses), which help protect the business. A description of the severance benefits available to each NEO is
outlined in the "Executive Compensation  Termination and Change in Control Arrangements with Named Executive Officers" section
beginning on page 40.



Change
in control severance benefits for certain executives are generally intended to mitigate the potential conflict of interest that may arise in a change in control transaction
and therefore align the interests of those executives with the interests of Janus shareholders. Relative to the overall value of Janus, these potential change in control benefits are reasonable and
consistent with the general practice among the Company's peers. These benefits are based on a "double trigger" approach and only arise if there is a material negative change to employment arising
from, or within two years after, a change in control of Janus. The change in control benefits does not include any tax gross-up rights and the executives are personally responsible for the payment of
any excise tax. The change in control severance rights of the NEOs, if any, are outlined in the "Executive Compensation  Termination and Change in Control
Arrangements with Named Executive Officers" section beginning on page 40. In addition, all LTI awards are subject to accelerated vesting only if (i) there is a
change in control of Janus,and(ii) the executive's employment is terminated either by the Company without cause or for "good reason" by the
executive (material diminution in duties, reduction in compensation, or relocation of the principal place of employment) within two years after a change in control of Janus.

In
connection with our proposed merger with Henderson Group plc, we entered into change in control agreements with our CFO, and our President, Head of Investments covering certain terminations
of their employment following a change in control. The change in control severance rights under these agreements are outlined in the "Executive
Compensation  Termination and Change in Control Arrangements with Named Executive Officers" section beginning on page 40.



LTI
awards granted to members of the Company's senior management team are subject to recovery or "clawback" in the event that there is a material misstatement in the financial
statements and such misstatement is found to be the result of such senior executive's active participation in, knowing concealment of, or knowing failure to identify, such misstatement. Any LTI award
granted to the applicable senior executive in the three years prior to the misstatement is subject to recovery by Janus (e.g., by forfeiture of unvested awards or repayment of vested awards).
This policy supports the Company's commitment to the accuracy of Janus's financial statements and discourages excessive risk-taking.

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The
Company prohibits transactions in Janus stock that are speculative in nature by its employees, executives, and directors. Speculative trading includes the use of financial
instruments such as exchange funds, prepaid variable forward contracts, equity swaps, covered calls, collars, and other derivative instruments that could be viewed as severing the alignment with
Janus's shareholders' interests. In addition, short sales and "selling against the box" of all Janus equity securities are prohibited. Directors and executives are also prohibited from pledging Janus
shares. These policies support the Company's commitment to maintain the alignment of the interests of employees with the long-term interests of Janus shareholders.



All
LTI awards are granted pursuant to written grant procedures that are designed to avoid grants of LTI awards when the Committee is aware of material non-public information
concerning Janus. The grant date is established by the Committee and our written grant procedures. Management has no discretion to establish the grant date.



The
Committee annually reviews other benefits provided to the NEOs. We generally provide benefits to our executives that are similar to (if not the same as) those offered to other
Janus employees, except NEOs are also provided the opportunity to participate in the Executive Income Deferral Program. See "Executive Compensation 
Non-Qualified Deferred Compensation" on page 39. Other than Ms. McPeek, none of the NEOs elected to participate in this deferral program in 2016. Although some of
the Company's competitors may provide their executives with special perquisites, the Committee believes that the Company can retain top executive talent by providing market-competitive total
compensation opportunities and health and retirement benefits. Currently, the NEOs and all other full-time employees can participate in the following benefit
programs:





Section 162(m)
of the Code generally disallows a tax deduction to public companies for compensation greater than $1 million paid in any one fiscal year to a
corporation's CEO and three other most highly compensated executive officers (other than the CFO) as of the end of any fiscal year. However, the statute exempts qualifying performance-based
compensation from the deduction limit if certain requirements are met. Janus generally intends to structure its variable compensation to achieve tax deductibility under Section 162(m). To
facilitate that objective, specified performance thresholds for funding variable compensation must be satisfied before payments are made. Achievement of the threshold performance criteria did not
guarantee that the NEOs would receive any specific variable compensation for 2016.

All
compensation paid in 2016 was deductible; however, the Committee may make compensation decisions that do not result in tax deductibility. The Committee believes that shareholder interests are best
served by allowing the Committee discretion and flexibility in crafting compensation programs, even though such programs may result in certain non-deductible compensation expenses.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Committee has reviewed and discussed the "Compensation Discussion and Analysis" section with management.
Based upon this review and discussion, the Committee has recommended to the Board of Directors that the "Compensation Discussion and Analysis" section
be included in this Amendment.

Respectfully,

Members of the Compensation Committee



Executive Compensation

Summary Compensation Table

The following table contains information about the compensation that Janus paid during 2016, 2015 and 2014 to the NEOs:



Name and
Principal Position
(a)

Year
(b)

Salary
($)
(c)

Stock Awards
($) (2)
(d)

Option Awards
($)
(f)

Non-Equity
Incentive Plan
Compensation
($) (6)
(g)

All Other Compensation
($) (7)
(i)

Total
($)
(j)Richard M. Weil,

​
2016

​
575,000

​
3,555,997
(3)
​


​
3,556,000

​
199,126

​
7,886,123CEO

​
2015

​
575,000

​
3,892,006
(4)
​


​
3,892,000

​
194,106

​
8,553,112​

​
2014

​
500,000

​
4,472,002
(5)
​


​
2,981,200

​
194,673

​
8,147,875Bruce L. Koepfgen,


2016


500,000


1,229,998





2,153,600


121,127


4,004,725President


2015


500,000


1,500,006





2,470,000


93,219


4,563,2252014


500,000


800,001





1,500,000


73,986


2,873,987Enrique Chang

​
2016

​
500,000

​
2,099,994

​


​
5,152,000

​
197,235

​
7,949,229President, Head of Investments

​


​


​


​


​


​


​Jennifer J. McPeek,


2016


400,000


699,998





924,000


66,714


2,090,712Executive Vice


2015


400,000


689,999





1,050,000


47,157


2,187,156President and CFO


2014


300,000


299,998





810,000


37,569


1,447,567Augustus Cheh,

​
2016

​
400,874

​
1,079,995

​


​
1,426,000

​
384,499

​
3,291,368President of Janus

​
2015

​
401,372

​
1,029,997

​


​
1,620,000

​
362,041

​
3,413,410International (1)

​
2014

​
401,200

​
840,000

​


​
1,320,000

​
347,625

​
2,908,825


(1)Mr. Cheh's
compensation differs slightly year-over-year due to currency fluctuations.(2)Amounts
shown represent the restricted stock awards granted in the reported year for services provided in the prior year, except for: (i) Mr. Weil's
$4,472,002 awards granted in 2014 for services provided in 2014; (ii) Mr. Weil's $3,892,006 awards granted in 2015 for services provided in 2015; and (iii) Mr. Weil's
$3,555,997 awards granted in 2016 for services provided in 2016. The value of each restricted stock award (or restricted stock units in the case of Mr. Cheh, who receives restricted stock units
due to international tax considerations) in this table is determined pursuant to ASC Topic 718 by multiplying the fair market value of Janus common stock on the grant date (the average of the high and
low trading prices on the grant date) by the number of shares granted. The amounts reported for these awards may not represent the amount that the NEO will actually realize from the awards. For a
summary of the


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material
assumptions used in the valuation of these awards, see Note 14 to Janus's financial statements for the year ended December 31, 2016, included in the Company's Annual Report on
Form 10-K. Whether, and to what extent, a NEO realizes value will depend on Janus's stock price and the NEO's continued employment. (3)Awards
granted in 2016 consist of a restricted stock award with a fair market value of $1,778,001 that vests over four years and a $1,777,996 PSU award that is
subject to a 3-Year TSR performance metric as calculated at the end of the three-year performance period. The fair value of the PSU is determined pursuant to ASC Topic 718 by using a Monte Carlo
simulation to estimate the expected probability that performance thresholds are achieved. The value included for the PSU award is based on 100% vesting at the end of the performance period. The fair
value that would have been included for the PSU award assuming that the highest level of performance conditions would have been achieved at the end of the performance period (200% vesting) is
$3,555,990. These awards are more fully described on page 35 under the section titled "Equity and Other Incentive Compensation Arrangements with Named Executive
Officers  Performance Stock Unit Awards." The amounts reported for these awards may not represent the amount that the NEO will actually realize from the
awards. Whether, and to what extent, a NEO realizes value will depend on Janus's stock price (with respect to the RSA) and 3-Year TSR (with respect to the PSU award), and the NEO's continued
employment.(4)Awards
granted in 2015 consist of a restricted stock award with a fair market value of $1,946,003 that vests over four years and a $1,946,003 PSU award that is
subject to a 3-Year TSR performance metric as calculated at the end of the three-year performance period. The fair value of the PSU is determined pursuant to ASC Topic 718 by using a Monte Carlo
simulation to estimate the expected probability that performance thresholds are achieved. The value included for the PSU award is based on 100% vesting at the end of the performance period. The
amounts reported for these awards may not represent the amount that the NEO will actually realize from the awards. Whether, and to what extent, a NEO realizes value will depend on Janus's stock price
(with respect to the RSA) and 3-Year TSR (with respect to the PSU award), and the NEO's continued employment.(5)Awards
granted in 2014 consist of a restricted stock award with a fair market value of $2,236,001 that vests over four years and a $2,236,001 PSU award that is
subject to a 3-Year OIM (defined below) performance metric as calculated at the end of the three-year performance period. The value of the PSU award is determined pursuant to ASC Topic 718 by
multiplying the fair market value of Janus common stock on the grant date (the average of the high and low trading prices on the grant date) by the number of shares granted. The value included for the
PSU award is based on 100% vesting at the end of the performance period. The amounts reported for these awards may not represent the amount that the NEO will actually realize from the awards. Whether,
and to what extent, a NEO realizes value will depend on Janus's stock price (with respect to the RSA) and three-year operating margin (with respect to the PSU award), and the NEO's continued
employment.(6)The
amounts shown in the "Non-Equity Incentive Plan Compensation" column represent compensation earned under the
variable compensation plans in accordance with at least the achievement of predetermined Section 162(m) performance goals as certified by the


32

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Table of Contents

Compensation
Committee. Compensation under these plans consists of cash bonuses. The amounts set forth in the Non-Equity Incentive Plan Compensation column include the following:




Name

Year

Cash Awards
($)

Mutual Fund
Unit Awards
($)

Total
($)Richard M. Weil

​
2016

​
3,556,000

​


​
3,556,000​

​
2015

​
3,892,000

​


​
3,892,000​

​
2014

​
2,981,200

​


​
2,981,200Bruce L. Koepfgen


2016


1,953,600


200,000


2,153,6002015


2,220,000


250,000


2,470,0002014


1,500,000





1,500,000Enrique Chang

​
2016

​
3,864,000

​
1,288,000

​
5,152,000Jennifer J. McPeek


2016


924,000





924,0002015


1,050,000





1,050,0002014


810,000





810,000Augustus Cheh

​
2016

​
1,426,000

​


​
1,426,000​

​
2015

​
1,620,000

​


​
1,620,000​

​
2014

​
1,320,000

​


​
1,320,000




Name

Year

401(k)
Matching
Contributions
($)

Company-
paid
Premiums
($) (a)

Health
Insurance
Premiums
($) (b)

Dividends
on Unvested
Restricted
Stock
($)

Other
($)

Total
($)Richard M. Weil

​
2016

​
11,925

​
3,531

​
26,631

​
157,039

​


​
199,126​

​
2015

​
10,600

​
3,388

​
13,923

​
166,195

​


​
194,106​

​
2014

​
10,400

​
2,937

​
13,336

​
168,000

​


​
194,673Bruce L. Koepfgen


2016


11,925


3,360


14,998


90,844





121,1272015


10,600


3,179


13,923


65,517





93,2192014


10,400


3,022


13,336


47,228





73,986Enrique Chang

​
2016

​
11,925

​
2,850

​
14,998

​
167,462

​


​
197,235Jennifer J. McPeek


2016


11,925


2,622


5,269


46,898





66,7142015


10,600


2,391


4,743


29,423





47,1572014


10,400


2,125


4,686


20,358





37,569Augustus Cheh

​
2016

​
20,044
(c)
​
4,357

​
29,940

​
80,070
(d)
​
250,088
(e)
​
384,499​

​
2015

​
20,069
(c)
​
1,921

​
27,816

​
62,220
(d)
​
250,015
(e)
​
362,041​

​
2014

​
20,060
(c)
​
1,866

​
19,150

​
56,190
(d)
​
250,359
(e)
​
347,625


(a)Includes
premiums paid by the Company on behalf of the NEO for group term life insurance, accidental death and dismemberment insurance, short-term and long-term
disability insurance, and identity theft protection services.(b)Health
insurance benefits are generally available to all employees, and include health, dental and vision.(c)Amounts
include the contributions to the Hong Kong Mandatory Provident Fund on Mr. Cheh's behalf.(d)Mr. Cheh
receives restricted stock units instead of restricted stock awards due to international tax considerations. As a result, Mr. Cheh receives
dividend equivalents in the form of restricted stock units, instead of cash dividends.(e)Amounts
include the housing allowance received by Mr. Cheh.


33

---



Table of Contents

Grants of Plan-Based Awards in 2016



All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (i)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (j)Estimated Future Payouts Under
Non-Equity Incentive Plan

Estimated Future Payouts Under
Equity Incentive Plan (3)

Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)

Grant Date
Fair Market
Value of
Stock and
Option Awards
($) (4)
(l)Name
(a)

Grant
Date
(b)

Threshold
($)
(c)

Target
($) (1)
(d)

Maximum
($)
(e)

Threshold
(#)
(f)

Target
(#)
(g)

Maximum
(#)
(h)Richard M.

​
12/31/2016

​
​

​
​

​
​

​
​

​
132,885
(5)
​
​

​
​

​
​

​
​

​
1,778,001Weil

​
12/31/2016

​
​

​
​

​
​

​
​

​
134,666
(5)
​
267,551

​
​

​
​

​
​

​
1,777,996​

​
1/1/2016

​
​

​
3,556,000

​
​

​
​

​
​

​
​

​
​

​
​

​
​

​
3,555,997Bruce L.


1/29/2016














99,595














1,229,998Koepfgen


1/1/2016





1,953,6001/31/2017





200,000
(2)Enrique

​
1/29/2016

​
​

​
​

​
​

​
​

​
170,040

​
​

​
​

​
​

​
​

​
2,099,994Chang

​
1/1/2016

​
​

​
3,864,000

​
​

​
​

​
​

​
​

​
​

​
​

​
​

​
​​

​
1/31/2017

​
​

​
1,288,000
(2)
​
​

​
​

​
​

​
​

​
​

​
​

​
​

​
​Jennifer J.


1/29/2016














56,680














699,998McPeek


1/1/2016





924,000Augustus

​
1/29/2016

​
​

​
​

​
​

​
​

​
93,205
(6)
​
​

​
​

​
​

​
​

​
1,160,065
(6)Cheh

​
1/1/2016

​
​

​
1,426,000

​
​

​
​

​
​

​
​

​
​

​
​

​
​

​
​


(1)Represents
variable cash compensation paid in 2017 in respect of performance in 2016 under the variable compensation programs, except Mr. Koepfgen's and
Mr. Chang's MFU award as described in footnote (2) below. Such plans had a performance period beginning January 1, 2016.(2)Represents
a MFU award granted in 2017 in respect of performance in 2016. See "Equity and Other Incentive Compensation Arrangements with Named
Executive Officers" section on page 35 below for more information about MFU awards.(3)For
Mr. Weil, represents shares of restricted stock and PSU awards that are subject to a 3-Year TSR performance metric granted during 2016 for services
provided in 2016, as described in footnote (5) below. For all other NEOs except for Mr. Cheh, represents shares of restricted stock granted during 2016 in respect of performance in 2015.
For Mr. Cheh, represents restricted stock units granted during 2016 in respect of performance in 2015, except as described in footnote (6) below. The restricted stock awards and
restricted stock units ratably vest over four years. Each unvested share of restricted stock held by a NEO is entitled to cash dividends declared on Janus common stock, which recently has been at the
quarterly rate of $0.11 per share. This cash dividend payment is included within "All Other Compensation" of the "Summary
Compensation Table" on page 31. Mr. Cheh receives dividend equivalents on his restricted stock units in the form of additional restricted stock units, instead of
cash dividends, as described in footnote (6) below. This value of these additional restricted stock units is also included with "All Other
Compensation" of the "Summary Compensation Table" on page 31.(4)Represents
the fair market value of the awards on grant date, as required by ASC Topic 718.(5)Mr. Weil
received 132,885 shares of restricted stock that vest over four years, and 134,666 shares of PSU awards that are subject to a 3-Year TSR performance
metric as calculated at the end of the three-year performance period. These awards are more fully described on page 35 under "Equity and Other Incentive Compensation
Arrangements with Named Executive Officers  Performance Stock Unit Awards."(6)Includes
5,756 restricted stock units with a value of $80,070 granted as dividend equivalents on February 25, 2016, May 20, 2016, August 19,
2016 and November 18, 2016.


Employment Arrangements with Named Executive Officers

We do not have a formal written employment agreement with any of the NEOs. Each NEO receives an annual base salary and is entitled to all health and
retirement benefits offered to the Company's other senior executives (Hong Kong executives in the case of Mr. Cheh). Mr. Cheh is also entitled to an annual housing allowance of
approximately $250,000.

Each
of the NEOs has agreed that during his or her employment and for a period of one year after his or her termination not to (i) employ or attempt to employ or engage on behalf of any
competitive business any employee or contractor of Janus or any of its affiliates (individually, a "Janus Entity"); or (ii) divert, attempt to divert, solicit or engage on behalf of any
competitive business, any business of an investment advisory or investment management client of a Janus Entity, to which a Janus Entity rendered services during the six-month period immediately
preceding his or her termination. Such restrictions are referred to as the "Non-Solicitation Obligations" in this Amendment.

During
his employment and for a period of one year after his termination of employment, Mr. Cheh agreed to restrictive covenants similar to the Non-Solicitation Obligations as described above,
except that the restrictive covenants related to Janus customers or clients applies for six months after his termination to customers of any Janus Entity during the two year period prior to his
termination and with whom he had material contacts.

34

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Table of Contents

All
variable compensation awards are determined by the Compensation Committee. Any awards to the NEOs are subject to, at a minimum, at least the achievement of performance criteria in compliance with
Section 162(m) of the Code. (A more detailed description of the NEOs' compensation arrangements can be found in the "Compensation Discussion and
Analysis" section of this Amendment, beginning on page 13.)

Equity and Other Incentive Compensation Arrangements with Named Executive Officers

Restricted stock, stock options, MFUs, and PSUs set forth in the "Summary Compensation Table" on
page 31 were granted pursuant to the terms of the Amended and Restated 2010 LTI Plan, the Janus Capital Group Inc. 2005 Long Term Incentive Stock Plan (the "2005 LTI Plan"), and the
Amended and Restated Janus Mutual Fund Share Investment Plan (the "Mutual Fund Plan"). For a summary of awards vesting in 2016, refer to the "2016 Options Exercised and
Restricted Stock Vested" table on page 39.

Restricted Stock

Restricted
stock awards granted since 2009 are subject to a four-year ratable vesting schedule. Vesting of restricted stock awards accelerates if the executive dies or becomes
disabled.

Additionally,
the vesting of restricted stock awards granted prior to April 25, 2012 accelerates if the executive meets the Company's requirement of 55 years of age and ten years of
service (referred to collectively as "age and service requirement") and terminates employment. Restricted stock awards granted after April 25, 2012 continue to vest (subject to the executive's
continuing compliance with applicable restrictive covenants) in accordance with the award's original vesting schedule if the executive meets the Company's age and service requirement or is
60 years of age ("age requirement") upon termination of employment due to retirement.

Restricted
stock awards granted prior to December 30, 2011 have accelerated vesting immediately upon a change in control of Janus. Restricted stock awards granted after such date are subject to
accelerated vesting if (i) there is a change in control of Janusand(ii) within two years of the change in control, the executive's
employment is terminated either by Janus without cause or for "good reason" by the executive (material diminution in duties, reduction in compensation or relocation of the principal place of
employment).

Each
unvested share of restricted stock held by an executive is entitled to cash dividends declared on Janus common stock. This dividend payment is included within the "All
Other Compensation" column of the "Summary Compensation Table" on page 31.

Performance Stock Unit Awards



The 2014 performance stock unit awards ("2014 PSU Awards"), which were only granted to the CEO, will vest only if the Company's 3-Year OIM as of
December 31, 2017 is greater than 24%. If the 3-Year OIM equals 28%, then 100% of Mr. Weil's PSUs will vest. If the 3-Year OIM is greater than or equal to 32%, then 200% of
Mr. Weil's PSUs will vest. All amounts between 24%, 28%, and 32% will be interpolated on a straight line basis. The 2014 PSU Awards have a one-year holding period following vesting, and
dividends are not paid on unvested PSU awards.

Additionally,
if the executive dies or becomes disabled, the 2014 PSU Awards will vest based upon the Company's applicable performance through the date of the latest quarterly financial statements
prior to the executive's death or disability. If there is a change in control of Janus, the performance criteria for the 2014 PSU Awards shall be measured based on the applicable performance through
the date of the company's latest quarterly financial statements prior to the change in control, and the

35

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Table of Contents

portion
of the 2014 PSU Awards that is earned based upon such measurement will convert into a time-based award that will vest in full on December 31, 2017, subject to continued employment
through such date. If, within two years after the change in control, the executive's employment is terminated by Janus without cause or for "good reason" by the executive (material diminution in
duties, reduction in compensation, or relocation of the principal place of employment), the converted 2014 PSU Awards will vest in full on the date of the termination.



The 2015 performance stock unit awards ("2015 PSU Awards"), which were only granted to the CEO, vest if the Company's three-year total shareholder return
relative to the Company's Public Company Peer Group ("3-Year TSR") is at or above the 10th percentile ranking among its Public Company Peer Group as of December 31, 2018`.
The potential payout ranges from zero to 200% of the number of units initially granted. Target payout of 100% is earned at approximately the 50th percentile and a maximum payout
is earned at a 90th percentile ranking or above, provided that a payout cannot exceed 400% of the grant value. Even if the Company's 3-Year TSR
on a relative basis is above the peer group median, if the Company's 3-Year TSR on an absolute basis is negative, a payout cannot exceed 100% of the number of units initially granted. The 2015 PSU
Awards have a one-year holding period following vesting, and dividends are not paid on unvested PSU awards.

Additionally,
if the executive dies or becomes disabled, the 2015 PSU Awards will vest based upon the Company's applicable performance through the last trading date prior to the executive's death or
disability. If there is a change in control of Janus, the performance criteria for the 2015 PSU Awards shall remain in effect and be measured at the end of the performance period on
December 31, 2018, subject to continued employment through such date. If, following the change in control and prior to December 31, 2018, the executive's employment is terminated by
Janus without cause or for "good reason" by the executive (material diminution in duties, reduction in compensation, or relocation of the principal place of employment), the 2015 PSU Awards will vest
based on achievement of the performance criteria measured as of the last trading date prior to the date of the termination (determined using the average closing stock price for the shares of Janus
common stock for the 90 trading day period immediately preceding the termination date).



The 2016 performance stock unit awards ("2016 PSU Awards"), which were only granted to the CEO, vest if the Company's 3-Year TSR (defined above on
page 36) is at or above the 10th percentile ranking among its Public Company Peer Group as of December 31, 2019. The potential payout ranges from zero to 200% of the
number of units initially granted. Target payout of 100% is earned at approximately the 50th percentile and a maximum payout is earned at a 90th percentile
ranking or above, provided that a payout cannot exceed 400% of the grant value. Even if the Company's 3-Year TSR on a relative basis is above the peer group median, if the Company's 3-Year TSR on an
absolute basis is negative, a payout cannot exceed 100% of the number of units initially granted. The 2017 PSU Awards have a one-year holding period following vesting, and dividends are not paid on
unvested PSU awards.

Additionally,
if the executive dies or becomes disabled, the 2016 PSU Awards will vest based upon the Company's applicable performance through the last trading date prior to the executive's death or
disability. If there is a change in control of Janus, the performance criteria for the 2016 PSU Awards shall remain in effect and be measured at the end of the performance period on
December 31, 2019, subject to continued employment through such date. If, following the change in control and prior to December 31, 2019, the executive's employment is terminated by
Janus without cause or for "good reason" by the executive (material diminution in duties, reduction in compensation, or

36

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Table of Contents

relocation
of the principal place of employment), the 2016 PSU Awards will vest based on achievement of the performance criteria measured as of the last trading date prior to the date of the
termination (determined using the average closing stock price for the shares of Janus common stock for the 90 trading day period immediately preceding the termination date).

Stock Options

Janus
has significantly reduced the number of stock option grants made to its executives. Stock option awards granted since 2009 are subject to a four-year ratable vesting schedule.
The vesting of the stock option awards accelerates if the executive dies or becomes disabled. Additionally, the vesting of stock option awards granted prior to April 25, 2012 accelerates if the
executive meets the age and service or age requirement and terminates employment. Stock option grants made after April 25, 2012 continue to vest in accordance with the award's original vesting
schedule if the executive meets the age and service or age requirement upon termination of employment due to retirement.

Stock
options are subject to accelerated vesting if (i) there is a change in control of Janusand(ii) within two years of the change in
control, the executive's employment is terminated either by Janus without cause or for "good reason" by the executive (material diminution in duties, reduction in compensation or relocation of the
principal place of employment).

Mutual Fund Units

The
Mutual Fund Plan is designed to grant eligible employees LTI awards in the form of cash compensation that is subject to a vesting schedule and credited with income, gains and
losses based on the performance of the Janus mutual fund investments selected by the participant from a list of Janus-designated mutual funds. Once vested, the net cash proceeds are used to purchase
shares of the Janus mutual funds selected by the participant (or the Janus Money Market Fund if such mutual fund is not available). Awards under the Mutual Fund Plan granted to our NEOs are set forth
in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" on page 31 above. Awards made under the Mutual Fund
Plan have a four-year ratable vesting schedule. The vesting of all MFU awards will accelerate if the executive dies or becomes disabled. MFU awards continue to vest in accordance with the award's
original vesting schedule if the executive meets our service or age requirement upon termination of employment due to retirement. MFU awards are subject to accelerated vesting if (i) there is a
change in control of
Janus and (ii) within two years of the change in control, the executive's employment is terminated either by Janus without cause or for "good reason" by the executive (material diminution in
duties, reduction in compensation or relocation of the principal place of employment). Upon vesting, executives receive the cash value of the award adjusted for earnings or losses attributed to the
mutual funds to which the award was indexed, subject to legally required tax withholding.

37

---



Table of Contents

Outstanding Equity Awards at 2016 Year-End



Option Awards

Stock AwardsName
(a)

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1)
(c)

Option
Exercise
Price ($)
(e)

Option
Expiration
Date
(f)

Number of
Shares or
Units of
Stock That
Have
Not Vested
(#)
(g)

Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)
(h)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have
Not Vested
(#) (2)
(i)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other
Rights That
Have
Not Vested
($) (7)
(j)Richard M. Weil

​
​

​
​

​
​

​
​

​
​

​
​

​
329,129

​
4,367,542​

​
​

​
​

​
​

​
​

​
​

​
​

​
97,747
(3)
​
1,297,103​

​
​

​
​

​
​

​
​

​
​

​
​

​
137,178
(4)
​
1,820,352​

​
​

​
​

​
​

​
​

​
​

​
​

​
138,901
(5)
​
1,843,216​

​
​

​
​

​
​

​
​

​
​

​
​

​
134,666
(6)
​
1,787,018Bruce L. Koepfgen


151,515





8.57


2/1/201934,091


11,364


9.77


2/1/2020216,295


2,870,235Enrique Chang

​
​

​
​

​
​

​
​

​
​

​
​

​
398,720

​
5,291,014Jennifer J. McPeek




















108,606


1,441,202Augustus Cheh

​
​

​
​

​
​

​
​

​
​

​
​

​
194,109

​
2,575,826


(1)Stock
options are subject to a four-year ratable vesting schedule.(2)Represents
total unvested restricted stock and restricted stock unit awards as of December 31, 2016 (except as described in footnotes 3, 4, and 5). The awards
are subject to a four-year ratable vesting schedule.(3)Represents
the 2013 PSU Awards as of December 31, 2016. The 2013 PSU Awards are subject to a three-year cliff vesting schedule. The award is subject to a
3-Year OIM performance metric as calculated at the end of the three-year performance period. Mr. Weil has 97,747 PSUs that were granted in 2013 which have the potential to be earned at 200%.(4)Represents
the 2014 PSU Awards as of December 31, 2016. The 2014 PSU Awards are subject to a three-year cliff vesting schedule. The award is subject to a
3-Year OIM performance hurdle as calculated at the end of the three-year performance period. Mr. Weil has 137,178 PSUs that were granted in 2014 which have the potential to be earned at 200%.(5)Represents
the 2015 PSU Awards as of December 31, 2016. The 2015 PSU Awards are subject to a three-year cliff vesting schedule. The award is subject to a
3-Year TSR performance metric as calculated at the end of the three-year performance period. Mr. Weil has 138,901 PSUs that were granted in 2015 which have the potential to be earned at 200%.(6)Represents
the 2016 PSU Awards as of December 31, 2016. The 2016 PSU Awards are subject to a three-year cliff vesting schedule. The award is subject to a
3-Year TSR performance metric as calculated at the end of the three-year performance period. Mr. Weil has 134,666 PSUs that were granted in 2016 which have the potential to be earned at 200%.(7)The
value of each award was calculated by multiplying the closing value of Janus common stock on December 30, 2016 ($13.27 per share) by the number of awards
outstanding as of December 31, 2016. Mr. Weil's 2013 PSU Awards, 2014 PSU Awards, 2015 PSU Awards and 2016 PSU Awards were valued assuming they are earned at 100%.


38

---



Table of Contents

2016 Options Exercised and Restricted Stock Vested



Option Awards

Restricted Stock AwardsName
(a)

Number of
Shares
Acquired on
Exercise (#)
(b)

Value Realized
on Exercise ($)
(c)

Number of
Shares
Acquired on
Vesting (#)
(d)

Value Realized
on Vesting ($) (1)
(e)Richard M. Weil

​
468,750

​
1,195,313

​
177,658

​
2,377,064Bruce L. Koepfgen








70,492


869,166Enrique Chang

​


​


​
292,009

​
3,600,471Jennifer J. McPeek








29,024


369,032Augustus Cheh

​


​


​
79,215

​
976,721


(1)The
value of each vested restricted stock award was calculated by multiplying the fair market value (the average of the high and low trading prices on the vesting
date) of Janus common stock on the vesting date by the number of shares that vested.


Pension Benefits

None of the NEOs participates in or has benefits accrued under any qualified or non-qualified defined benefit plan sponsored by Janus.

Non-Qualified Deferred Compensation



Name

Executive
Contributions
in Last FY
($)

Registrant
Contributions
in Last FY
($)

Aggregate
Earnings in
Last FY
($) (2)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
Last FYE
($) (3)Richard M. Weil

​


​


​


​


​
Bruce L. Koepfgen














Enrique Chang

​


​


​


​


​
Jennifer J. McPeek (1)


152,000





4,333





301,626Augustus Cheh

​


​


​


​


​



(1)Ms. McPeek's
contributions in 2016 to the Amended and Restated Executive Income Deferral Program were reported in the "Salary" column of the
"Summary Compensation Table" for 2016 on page 31.(2)None
of the aggregate earnings reported in this column were determined to be above-market.(3)A
portion of the aggregate balance reported in this column equal to $145,293 was previously reported in the "Salary" column of the "Summary
Compensation Table" for 2015.


Under
the Amended and Restated Executive Income Deferral Program, the NEOs and other executives of the Company and its affiliates may elect to defer payment of up to 70% of their base salary, all or a
portion of their annual cash bonus, and all or a portion of their restricted stock awards. All compensation deferred under this program is credited during the deferred period with the gains and losses
of certain Janus-affiliated mutual funds selected by the participant, and all restricted stock awards deferred will convert into restricted stock units. A participant's interest in the deferred
compensation is payable in a single payment or in installments upon a specified date (at least two years after the deferral) following separation from service. In the event of a change in control,
each participant's account will be distributed in a lump sum payment following such change in control.

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Table of Contents

Termination and Change in Control Arrangements with Named Executive Officers

The intent of this section is to isolate those payments and benefits for which the amount, vesting, or time of payment is altered by the termination of
employment in the described circumstances. We have not entered into employment agreements with our NEOs; however, we are party to change in control agreements with our CEO, our CFO, and our President,
Head of Investments covering certain terminations of his or her employment following a change in control, as described below. We have not entered into change in control agreements with our President
or our President of Janus International, and as a result, the post-termination benefits for Messrs. Koepfgen and Cheh are addressed by the plan or award agreement relating to each element of
compensation. In addition, we do not provide for "single trigger" vesting of awards upon a change in control. For purposes of estimating the payments and benefits that would apply, consistent with SEC
requirements, these amounts have been calculated as if each NEO's employment had been terminated as of December 31, 2016, using the closing value of our common stock on December 30, 2016
($13.27 per share).

Termination

Upon
a voluntary or involuntary termination, no NEO is entitled to any payment or benefit, the NEO will forfeit any unvested LTI awards and will have three months following
termination to exercise any unvested stock options, except as described below in connection with termination due to death, disability, retirement, or a change in control termination.

Elimination of Position

Based
on the Company's current severance guidelines, in the unlikely event that Janus eliminated the role of any NEO, he or she would be entitled to the
following:



Elimination of Position

Weil ($)

Koepfgen ($)

Chang ($)

McPeek ($)

Cheh ($)Cash Severance

​
4,179,500

​
2,470,000

​
4,450,000

​
1,283,333

​
1,945,480Long-term Incentive Vesting














Benefits (1)

​
19,816

​
13,999

​
13,999

​
9,573

​
21,470Total


4,199,316


2,483,999


4,463,999


1,292,907


1,966,950


(1)Benefits
include medical benefits, outplacement services, and any applicable retirement contributions.


Death, Disability, or Retirement

If
a NEO's employment is terminated due to death or disability, unvested LTI awards (other than Mr. Weil's PSU Awards) will immediately vest. In the case of
Mr. Koepfgen he (or his estate) will have one year to exercise any vested stock options following termination of employment. Mr. Weil's

40

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unvested
PSU Awards would vest as described beginning on page 35 under the section titled "Equity and Other Incentive Compensation Arrangements with Named Executive
Officers."

If
a NEO retires and meets the age and service or age requirements, as applicable, his or her unvested LTI awards (other than Mr. Weil's unvested PSU Awards and Mr. Chang's unvested
performance-based MFUs, which are not eligible for vesting upon retirement) shall continue to vest as described beginning on page 35 under the section titled "Equity and
Other Incentive Compensation Arrangements with Named Executive Officers." The NEO will have five years following retirement to exercise any vested stock options.



Death, Disability or Retirement

Weil ($)

Koepfgen ($)

Chang ($)

McPeek ($)

Cheh ($)Cash Severance

​


​


​


​


​
Long-term Incentive Vesting (1)


11,115,231
(2)

3,183,602


11,695,652
(3)

1,441,202


2,575,826Benefits

​


​


​


​


​
Total


11,115,231


3,183,602


11,695,652


1,441,202


2,575,826


(1)Long-term
incentive award vesting reflects acceleration of restricted stock, options, performance-based restricted stock units, MFU awards , and performance-based
MFUs (as applicable to each participant). For performance-based restricted stock units and performance-based MFUs that have performance criteria applicable in these termination circumstances, we have
assumed that 100% of the performance criteria was met.(2)For
Mr. Weil, in the case of termination due to Retirement the amount would be $4,367,542 since his PSUs are not eligible for vesting upon Retirement.(3)For
Mr. Chang, in the case of termination due to Retirement the amount would be $8,446,008 since his performance-based MFUs are not eligible for vesting upon
Retirement.


Change in Control



If either of Messrs. Koepfgen or Cheh resign from Janus more than two years after a change in control or without good reason within two years after a
change in control, he is not entitled to any payment or benefit. In addition, upon any such resignation, outstanding unvested LTI awards for the relevant NEO will be forfeited and he will have three
months to exercise any vested stock options.



Janus has entered into change in control agreements with each of Ms. McPeek and Mr. Chang providing for severance payments and benefits in the
event of a qualifying termination of employment following the consummation of a change in control of Janus. The change in control agreements provide that, if, within two years following a change in
control, the executive officer's employment is terminated by Janus (other than for cause or due to death or disability) or by the
executive officer for "good reason" (as defined below), Janus will provide the following payments and benefits to the executive officer:

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Table of Contents



The
executive officers are not entitled to an excise tax gross-up payment. Any cash or non-cash payments will be reduced if such reduction results in a higher after-tax payment to the executive
officer than if the full amounts were paid.

For
purposes of these executive officers' change in control agreements, "good reason" means the occurrence of any one of the following events: (i) a material negative change in the nature,
status or scope of his or her responsibilities (other than specific changes agreed to in connection with the merger), (ii) a material negative change in his or her base salary, or
(iii) the relocation of his or her principal place of employment that results in an increase in his or her daily commute by more than
40 miles in one direction (other than as agreed to in connection with the merger, in the case of Mr. Chang).

The
executive officers' LTI awards are also subject to vesting if he or she is terminated by Janus without cause or he or she terminates for good reason, in each case within two years after a change
in control



Janus has entered into a change in control agreement with Mr. Weil providing for severance payments and benefits in the event of a qualifying
termination of employment following the consummation of a change in control of Janus. The change in control agreement provides that if Mr. Weil's employment is terminated by Janus without
cause, or if Mr. Weil resigns for "good reason" (as defined below), in each case, within two years following a change in control, Janus will provide the following payments and benefits to
Mr. Weil:

Mr. Weil
is not entitled to an excise tax gross-up payment. Any cash or non-cash payments will be reduced if such reduction results in a higher after-tax payment to Mr. Weil than if the
full amounts were paid. In the event of any such termination, Mr. Weil may also exercise any vested stock option awards until the award's expiration date.

"Good
reason" arises in Mr. Weil's change in control agreement when there is (without his express written consent): (i) a material negative change in the nature or status of his
responsibilities; (ii) a material negative change to Mr. Weil's aggregate target compensation or an adverse change to the compensation calculation methodology; (iii) a relocation
of the principal place of employment to a location of more than 40 miles that results in a material negative change to the geographic location where Mr. Weil primarily performs services to
Janus (other than as agreed to in connection with the merger); or (iv) a failure to assign his employment-related agreements to a successor company.

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Table of Contents

Under the terms of Mr. Weil's change in control agreement, Janus is responsible for paying all legal fees and expenses reasonably incurred by Mr. Weil arising
from any dispute concerning the interpretation or enforcement of the agreement plus interest (subject to reimbursement if he does not prevail).

Mr. Weil's
LTI awards are also subject to vesting if he is terminated by Janus without cause, or he terminates for good reason, in each case within two years after a change in control.



Change in Control

Weil ($)

Koepfgen ($)

Chang ($)

McPeek ($)

Cheh ($)Cash Severance

​
6,750,000

​


​
14,749,994

​
3,924,998

​
Long-term Incentive Vesting (1)


11,115,231


3,183,602


11,695,652


1,441,202


2,575,826Benefits (2)

​
80,362

​


​
3,250

​
3,250

​
Total


17,945,593


3,183,602


26,448,896


5,369,450


2,575,826


(1)Long-term
incentive vesting reflects accelerated vesting of restricted stock, options, performance-based restricted stock units and MFU awards (as applicable to each
participant) where the NEO is terminated by Janus without cause, or the NEO terminates for good reason, in each case within two years after a change in control. For performance-based restricted stock
units that have performance criteria applicable in these termination circumstances, we have assumed that 100% of the performance criteria was met.(2)Benefits
include medical benefits, outplacement services and any applicable retirement contributions


Director Compensation

Members of the Board of Directors who are employees of Janus or a designee of Dai-ichi Life do not receive any additional compensation for serving on the
Board. All other members of the Board received the director compensation described below in 2016.

2016
non-employee director compensation consisted of:

All
members of the Board of Directors are reimbursed for reasonable travel and lodging expenses in connection with attending Board and committee meetings. Janus also offers a matching gift program
where every dollar contributed by a director to an eligible charity is matched dollar-for-dollar up to $2,500.

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Table of Contents

2016 Director Compensation

The following chart shows the compensation that each non-employee director was paid for his or her services in calendar year 2016:



Name
(a)

Fees Earned or
Paid in Cash
($) (3)
(b)

Stock Awards
($) (4)
(c)

All Other
Compensation
($) (5)
(g)

Total
($)
(h)Timothy K. Armour (1)

​


​


​
3,966

​
3,966G. Andrew Cox (1)








9,396


9,396Jeffrey J. Diermeier

​
135,000

​
100,008

​
11,891

​
246,899Eugene Flood, Jr.


120,000


100,008


6,571


226,579J. Richard Fredericks

​
110,000

​
100,008

​
32,781

​
242,789Deborah R. Gatzek


135,000


100,008


39,716


274,724Lawrence E. Kochard

​
125,000

​
100,008

​
30,039

​
255,047Arnold A. Pinkston (2)


152,400


127,007


4,377


283,784Glenn S. Schafer

​
225,000

​
100,008

​
17,789

​
342,797Billie I. Williamson


120,000


100,008


6,752


226,760


(1)Retired
effective April 21, 2016.(2)Mr. Pinkston
was appointed an independent director effective January 21, 2016.(3)Amounts
represent the annual cash retainers for serving as members of the Board of Directors, including non-executive Chairman and committee membership retainers,
which are paid in a lump sum on May 1 of each year.(4)The
value of each restricted stock and restricted stock unit award is determined pursuant to FASB Accounting Standards Codification ("ASC") Topic 718 by multiplying
the fair market value of our common stock (the average of the high and low trading prices) on the grant date by the number of shares granted. Amounts represent restricted stock and restricted stock
units granted in 2016 for the 2016-2017 annual stock retainer, including restricted stock units received in connection with the Director Deferred Fee Plan (described below). The restricted stock and
restricted stock units held by each independent director as of December 31, 2016, are as follows: Mr. Armour holds 3,484 restricted stock units; Mr. Cox holds 9,904 restricted
stock units; Mr. Diermeier holds 12,795 shares of restricted stock and 15,696 restricted stock units; Mr. Flood holds 15,663 shares of restricted stock; Mr. Fredericks holds 2,241
shares of restricted stock and 72,679 restricted stock units; Ms. Gatzek holds 96,524 restricted stock units; Mr. Kochard holds 74,307 restricted stock units; Mr. Pinkston holds
8,717 shares of restricted stock; Mr. Schafer holds 5,931 shares of restricted stock and 29,635 restricted stock units; and Ms. Williamson holds 11,144 shares of restricted stock.


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Table of Contents

(5)"All
Other Compensation" includes the following:




Name

Other (a)

Dividends on
Unvested Restricted
Stock ($)

Dividends on
Unvested Restricted
Stock Units ($) (b)

Total ($)Timothy K. Armour

​


​
1,173

​
2,793

​
3,966G. Andrew Cox


510





8,886


9,396Jeffrey J. Diermeier

​


​
5,395

​
6,496

​
11,891Eugene Flood, Jr.





6,571





6,571J. Richard Fredericks

​
2,500

​
1,137

​
29,144

​
32,781Deborah R. Gatzek


510





39,206


39,716Lawrence E. Kochard

​


​


​
30,039

​
30,039Arnold A. Pinkston


1,500


2,877





4,377Glenn S. Schafer

​
3,010

​
3,130

​
11,649

​
17,789Billie I. Williamson


2,500


4,252





6,752


(a)The
amount represents Janus's matching gift in respect of a director's charitable contribution during 2016 under the Janus Matching Gift Program and includes Janus's
match for director contributions made in 2015 but not matched until 2016. The amount also includes the membership fees for identity theft protection services (generally available to all employees)
paid by the Company on behalf of the director.(b)This
amount represents the value of dividend equivalents awarded in the form of Restricted Stock Units in 2016 on all grants deferred under the Director Deferred Fee
Plan.


Director Deferred Fee Plan

Under our Amended and Restated Director Deferred Fee Plan ("Director Deferred Fee Plan"), a non-employee director may elect to defer payment of all or any
part of the above director monetary or stock fees until his or her service as a director is terminated. All monetary fees deferred under this plan are credited during the deferral period with the
gains and losses of certain Janus mutual funds or Janus stock, as elected by the director. All Janus stock awards deferred under this plan are converted into restricted stock units at the time of
grant. A director's interest in the deferred monetary fees is generally payable only in cash in a single payment or in installments upon termination of service as a director. Any restricted stock
units granted in connection with the deferral of stock are paid in the form of Janus common stock in a single payment or in installments upon termination of service as a director. The Director
Deferred
Fee Plan is intended to comply with Section 409A of the Internal Revenue Code (the "Code"). Messrs. Fredericks, Kochard, and Schafer and Ms. Gatzek elected to participate in this
plan to defer monetary fees, stock fees, or a combination of both during the 2016 calendar year.

Notwithstanding anything to the contrary set forth in any of Janus's previous filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, that
incorporated future filings, including this Amendment, the section titled "Compensation Committee Report on Executive Compensation" (on page 31) is not incorporated by reference into any such
filings, except to the extent Janus specifically incorporates any of the reports by reference therein.

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Table of Contents

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table presents information, determined as of February 24, 2017, about outstanding awards and shares remaining available for issuance
under the Company's equity-based LTI plans:



Plan Category

Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
(a)(#)

Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)
(b)

Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(c)(#)Equity comp plans approved by shareholders (1)

​
196,970

$
8.85

​
9,146,488
(4)Equity comp plans not approved by shareholders (2)


0

$
0.00


789,038Total(3)

​
196,970

$
8.85

​
9,935,526


(1)Includes
Janus's 1998 Long Term Incentive Plan ("1998 LTI Plan"), the 2005 LTI Plan, and the Amended and Restated 2010 LTI Plan.(2)Consists
of the 2004 EIA Plan and the 2012 EIA Plan (collectively the "EIA Plans"). In accordance with the NYSE Listing Standards, the EIA Plans only permit awards
to newly hired employees of the Company or its subsidiaries to induce them to become employed by a Janus entity. Any equity award granted under the EIA Plans requires the issuance of a press release
and NYSE notification of the additional shares being issued.(3)Weighted
average remaining term for outstanding stock options as of February 24, 2017 was 2.17 years.(4)As
of February 24, 2017, approximately 3,342,121 stock options and 11 shares of restricted stock were available for future issuance under the 2005 LTI Plan,
and zero (0) shares of common stock were available for future issuance under the 1998 LTI Plan. As of February 24, 2017, approximately 5,110,746 shares were available for future issuance
under the Amended and Restated 2010 LTI Plan (includes 821,490 reserved shares representing 200% of Mr. Weil's 2014, 2015, and 2016 PSU Awards). Also, Janus had 9,146,488 shares of unvested
restricted stock and restricted stock unit awards outstanding as of February 24, 2017 (includes 410,745 unvested shares representing 100% of each of Mr. Weil's 2014, 2015, and 2016 PSU
Awards).


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Stock Ownership of Certain Beneficial Owners and Management

The table below sets forth information regarding beneficial ownership of our outstanding common stock as of the Record Date for purposes of voting at the
Annual Meeting by (i) beneficial owners of more than five percent of our outstanding common stock who have publicly disclosed their ownership; (ii) each NEO (defined below) and each
member of our Board of Directors; and (iii) all of our executive officers and directors as a group. As described in the Original Filing, on October 3, 2016, JCG and Henderson
Group plc ("Henderson") entered into an Agreement and Plan of Merger (the "Merger Agreement") relating to the business combination of JCG and Henderson. The merger was unanimously approved by
the board of directors of both JCG and Henderson. The combined company will be named Janus Henderson Group plc ("Janus Henderson") and will apply for admission to trade on the New York Stock
Exchange as its primary listing, while retaining Henderson's existing listing on the Australian Securities Exchange. The merger will be effected via a share exchange with each share of JCG common
stock converted into the right to receive 4.7190 newly issued shares of Henderson. Henderson and JCG shareholders are expected to own approximately 57% and 43%, respectively, of Janus Henderson
ordinary shares upon closing. The
closing of the merger is subject to, among other things, the approval of the shareholders of both JCG and Henderson of the merger. Effective immediately prior to the closing of the merger, subject to
approval by the Henderson shareholders at the Henderson shareholder meeting, Henderson will implement a share consolidation at a ratio of one Janus Henderson share for every 10 Henderson shares
outstanding (so that at the closing of the merger each JCG shareholder will receive 0.4719 Janus Henderson shares for each share of JCG common stock). Subject to the satisfaction or, if
applicable, waiver of the closing conditions, the merger is expected to close on or about May 30, 2017. If the merger is consummated, it will result in a change in control of JCG. For
additional information regarding the effect of the Merger Agreement and the consummation of the merger, please see "Item 1. Business  Merger Agreement" beginning on
page 3 of the Original Filing, "Item 1A. Risk Factors  Risks related to the merger with Henderson" beginning on page 9 of the Original Filing and
"Executive Compensation  Termination and Change in Control Arrangements with Named Executive Officers" beginning on page 40
in this Amendment.



Shares of Common Stock
Beneficially Owned (1)Name

Number

PercentageDai-ichi Life Holdings, Inc. (2)

​
36,382,545

​
19.74BlackRock, Inc. (3)


14,707,873


7.98The Vanguard Group Inc. (4)

​
11,967,147

​
6.49Dimensional Fund Advisors LP (6)


9,278,355


5.03Glenn S. Schafer, Chairman of the Board of Directors (6)

​
66,485

​
*Enrique Chang, President, Head of Investments


733,862


*Augustus Cheh, President of Janus International

​
96,339

​
*Jeffrey J. Diermeier, Director (6)


123,499


*Eugene Flood, Jr., Director (6)

​
27,396

​
*J. Richard Fredericks, Director (6)


92,589


*Deborah R. Gatzek, Director (6)

​
108,639

​
*Lawrence E. Kochard, Director (6)


74,968


*Bruce L. Koepfgen, President

​
593,250

​
*Jennifer J. McPeek, Executive Vice President and CFO


157,859


*Arnold A. Pinkston, Director (6)

​
8,717

​
*Richard M. Weil, CEO and Director


2,007,616


1.09Billie I. Williamson, Director (6)

​
13,252

​
*Tatsusaburo Yamamoto, Director





*All Directors and Executive Officers as a Group (14 Persons) (6)

​
4,104,471

​
2.23


*Less
than one percent of the outstanding shares. Unless otherwise stated below, the principal address of each person is: c/o Janus Capital Group Inc., 151 Detroit Street, Denver, CO 80206.


47

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Table of Contents

(1)Ownership,
both direct and indirect, is based on the number of shares outstanding as of February 24, 2017, including unvested restricted stock units that will
vest within 60 days of February 24, 2017 and any shares that may be acquired upon the exercise of options within 60 days of February 24, 2017. The holders have sole voting
and dispositive power over the shares except as otherwise noted in the footnotes below. Amounts shown for officers include shares of restricted stock and shares held indirectly through Janus's ESOP
(over which the person named has no investment power): Mr. Chang holds 323,570 restricted shares and 0 ESOP shares; Mr. Koepfgen holds 223,673 restricted shares and 317 ESOP
shares; Ms. McPeek holds 124,636 restricted shares and 748 ESOP shares; and Mr. Weil holds 329,129 restricted shares and 782 ESOP shares.
As
of February 24, 2017 or 60 days thereafter, Mr. Koepfgen has the right to acquire 196,970 shares upon the exercise of stock options.(2)Information
regarding beneficial ownership of the shares by Dai-ichi Life is included herein based on a Form 4 filed with the SEC on August 1, 2016,
relating to such shares beneficially owned as of August 1, 2016. The address of Dai-ichi Life is 13-1, Yurakucho 1-Chome, Chiyoda-ku, Tokyo, 100-8411 Japan.(3)Information
regarding beneficial ownership of the shares by BlackRock, Inc. ("BlackRock") is based on a Schedule 13G filed with the SEC on
January 24, 2017, relating to such shares beneficially owned as of December 31, 2016. Such report provides that BlackRock is beneficial owner of and has sole dispositive power with
respect to all shares and sole voting power with respect to 14,355,883 shares. BlackRock's address is 55 East 52nd Street, New York, NY 10055.(4)Information
regarding beneficial ownership of the shares by The Vanguard Group Inc. ("Vanguard") is based on a Schedule 13G filed with the SEC on
February 9, 2017, relating to such shares beneficially owned as of December 31, 2016. Such report provides that Vanguard is the beneficial owner of all the shares, and has sole
dispositive power with respect to 11,785,593 shares and sole voting power with respect to 171,959 shares. Vanguard's address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.(5)Information
regarding beneficial ownership of the shares by Dimensional Fund Advisors LP ("Dimensional") is based on a Schedule 13G filed with the SEC
on February 9, 2017, relating to such shares beneficially owned as of December 31, 2016. Such report provides that Dimensional is the beneficial owner of and has sole dispositive power
with respect to all shares and sole voting power with respect to 9,056,240 shares. Dimensional's address is Building One, 6300 Bee Cave Road, Austin, TX 78746.(6)Includes
restricted stock units held by certain directors. Such restricted stock units do not have any voting rights, are entitled to dividend equivalents, and will
be paid in shares of Company common stock upon voluntary termination of service as a director, all in accordance with the Director Deferred Fee Plan and the Company's long-term incentive ("LTI") stock
plans. The restricted stock units represented in the amounts shown are as follows: Mr. Diermeier  15,836 units, Mr. Flood  0 units,
Mr. Fredericks  73,325 units, Ms. Gatzek  97,382 units, Mr. Kochard  74,968 units,
Mr. Pinkston  0 units, Mr. Schafer  29,899 units, and Ms. Williamson  0 units.


Item 13.    Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

Related Party Transaction Policy

Transactions between Janus and related parties can present potential or actual conflicts of interest and create the appearance that our decisions are based on
considerations other than our best interests and the best interests of our shareholders. Related parties may include members of the Board of Directors, Janus executives, significant shareholders, and
immediate family members and affiliates of such persons.

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Several
provisions of our Corporate Code of Business Conduct are intended to help us avoid the conflicts and other issues that may arise in transactions between Janus and related parties, including
the following:

Our
related party transaction approval policy provides that related party transactions must be pre-approved by the Audit Committee. Related party transactions include any financial transaction,
arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships in which the Company was or is to be a
participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. Our related party transaction approval policy is part of
our Corporate Code of Business Conduct available on our website at ir.janus.com in the "Governance Documents" section. While the Audit Committee does not have detailed written procedures concerning
the approval of related party transactions, it would consider all relevant facts and circumstances in considering any such approval, including:

Related Party Transactions

Certain of the directors and executive officers, as well as their immediate family members, from time to time may invest their personal funds in Janus mutual
funds on substantially the same terms and conditions as other similarly situated investors in these mutual funds who are neither directors nor employees of Janus.

Board of Directors Independence Determination

The Board of Directors has established criteria for determining if a director is independent from management. These criteria follow the director independence
criteria contained in the NYSE Listing Standards and are identified in our Corporate Governance Guidelines ("Governance Guidelines")

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available
on the Company's website at ir.janus.com in the "Governance Documents" section. In determining the independence of the directors, the Board reviewed and considered all relationships between
each director (and any member of his or her immediate family) and the Company. Based on that review and the Company's independence criteria, the Board affirmatively determined that all directors are
independent directors except for Mr. Weil, our CEO. In addition, all members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent.

Item 14.    Principal Accounting Fees and Services

Fees Incurred by Janus for Deloitte

The following table shows the fees paid or accrued by the Company for audit and other services provided by Deloitte for fiscal years ending
December 31, 2016 and 2015, respectively:



2016 ($)

2015 ($)Audit Fees (1)

​
1,626,000

​
1,614,000Audit-Related Fees (2)


19,000


15,000Tax Fees (3)

​
62,000

​
103,000All Other Fees (4)


534,100


Total

​
2,241,000

​
1,732,000


(1)Audit
services consisted of the audit of the Company's consolidated financial statements included in its Annual Report on Form 10-K, attestation work required
by Section 404 of the Sarbanes-Oxley Act of 2002 needed to issue an opinion on the effectiveness of internal control over financial reporting, reviews of the condensed consolidated financial
statements included in its quarterly reports on Form 10-Q and other audit services that are normally provided in connection with statutory or regulatory filings.(2)Audit-related
fees consisted of financial accounting and SEC reporting consultations, issuance of consent letters, audit of the Company's benefit plans, and other
audit services not required by statute or regulation.(3)Tax
compliance fees consisted of tax return filings for certain foreign jurisdictions, assistance with tax audits and miscellaneous state and federal income
tax-related issues.(4)All
other fees consisted of merger-related costs for the due diligence review of Henderson Group plc.


The
Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of Deloitte.

Audit Committee Approval Policies and Procedures

All services performed by Deloitte were approved in accordance with the approval policy and procedures adopted by the Audit Committee. This policy describes
the permitted audit, audit-related, tax, and other services (collectively, the "Disclosure Categories") that our independent auditor may perform. The policy requires that a description of the services
expected to be performed by our independent auditor in each of the Disclosure Categories be presented to the Audit Committee for approval and cannot commence until such approval has been granted.
Normally, approval is provided at regularly scheduled meetings. However, as previously mentioned the authority to grant specific preapproval between meetings, as necessary, has been delegated to the
Chairman of the Audit Committee. The Chairman must update the Audit Committee at the next regularly scheduled meeting of any services that were granted specific approval.

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In
addition, although not required by the rules and regulations of the SEC, the Audit Committee generally approves a narrow range of fees associated with each proposed service. Providing a range of
fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the Company to receive immediate assistance from the independent auditor
when time is of the essence.

At
each meeting, the Audit Committee reviews the status of services and fees incurred year-to-date against the original approved services and the forecast of remaining services and fees for the fiscal
year.

PART IV

Item 15.    Exhibits, Financial Statement Schedules

The following documents are filed as part of this Amendment:

None

See
the exhibit index on page 53 of this Amendment, which is incorporated herein by reference.

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



Janus Capital Group Inc.By:

/s/ RICHARD M. WEIL Richard M. Weil Chief Executive Officer


March 10,
2017

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EXHIBIT INDEX



Exhibit
No.

Document10.22

Change in Control Agreement by and between Enrique Chang and Janus Management Holdings Corporation, dated October 24, 2016, is attached to this Amendment as Exhibit 10.2231.1

Certification of Richard M. Weil, Chief Executive Officer of Registrant31.2

Certification of Jennifer J. McPeek, Executive Vice President and Chief Financial Officer of Registrant


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