ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS WITH CERTAIN OFFICERS.



On December 15, 2021, the compensation committee and board of directors of
Federated Hermes, Inc. (Federated Hermes) approved, subject to the consent of
the holder of the Company's Class A Common Stock (Class A Shareholder), an
amendment to Federated Hermes' Stock Incentive Plan (as amended, the Plan) to
increase the number of shares of Federated Hermes' Class B Common Stock
authorized under the Plan by 5.5 million shares from 30,550,000 shares to
36,050,000 shares. On December 15, 2021, the compensation committee and board of
directors of Federated Hermes also approved amendments to the Plan to:
(1) permit cash-based awards; (2) permit shares to be held in an employee
benefit trust; (3) allow the compensation committee to delegate certain
authority under the Plan; and (4) modify Section 12.9 of the Plan in light of
amendments to Section 162(m) of the Internal Revenue Code of 1986, as amended
(Code) made by the Tax Cuts and Jobs Act of 2017.

The amendments to the Plan were submitted to the Class A Shareholder for
approval via unanimous written consent (Unanimous Written Consent) in lieu of a
special shareholders meeting. The Unanimous Written Consent was signed and
delivered by the Class A Shareholder, and became effective, on January 7, 2022.
Accordingly, the amendments to the Plan became effective on January 7, 2022. The
Class A Shareholder was the only shareholder of Federated Hermes entitled to
approve the amendments to the Plan.

The additional authorized shares are intended to be used for periodic restricted
stock awards and bonus restricted stock awards under the Plan. Subject to
certain approvals and contingencies, Federated Hermes also intends to issue
awards under the Plan in the first half of 2022 in exchange for the beneficial
interests in shares of its subsidiary, HFML, held by certain employees pursuant
to the HFML Long-Term Incentive Plan that was established when Federated Hermes
acquired its majority interest in HFML in July 2018. Federated Hermes estimates
that approximately 1.1 million shares of Federated Hermes Class B Common Stock
will be exchanged for the employees' beneficial interests in shares of HFML.

A description of the Plan was previously filed in Federated Hermes' Information Statement, dated December 17, 2021, that was filed with the Securities and Exchange Commission (File No.: 001-14818) and is incorporated by reference herein.

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



As of December 15, 2021, out of a total of 30,550,000 shares of Class B Common
Stock reserved for issuances under the Federated Hermes, Inc. Stock Incentive
Plan (as amended, the Plan), 1,275,535 shares remained available for grant. On
January 7, 2022, the Voting Shares Irrevocable Trust, dated May 31, 1989 (Class
A Shareholder), the holder of all 9,000 outstanding shares of Class A Common
Stock of Federated Hermes, executed and delivered the Unanimous Written Consent
in lieu of a special shareholder meeting in which the Class A Shareholder
unanimously approved an amendment to the Plan to increase the number of shares
of Federated Hermes' Class B Common Stock authorized under the Plan by 5.5
million shares from 30,550,000 shares to 36,050,000 shares, and other amendments
to the Plan described in Item 5.02 above. The Unanimous Written Consent became
effective on January 7, 2022, and, accordingly, the amendments to the Plan
became effective on January 7, 2022. The Class A Shareholder was the only
shareholder of Federated Hermes entitled to approve the amendments to the Plan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:


          Exhibit 10.1                  Federated Hermes, Inc. Stock

Incentive Plan, amended as of

January 7, 2022
        Exhibit 104                     Cover Page Interactive Data File

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