ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On March 23, 2021, Waddell & Reed Financial, Inc. (the "Company") held a special meeting of stockholders (the "special meeting"). A definitive merger proxy statement on Schedule 14A with respect to the special meeting was filed with the Securities and Exchange Commission on February 17, 2021. Descriptions of each of the proposals voted upon at the special meeting are contained in the definitive merger proxy statement. On February 5, 2021, the record date for stockholders entitled to notice of, and to vote at, the special meeting, 62,178,244 shares of Class A common stock of the Company were outstanding. The holders of 51,691,938 shares of Class A common stock of the Company were present at the special meeting, either virtually or represented by proxy, constituting a quorum. The results of the stockholder vote are as follows:

Proposal 1: Vote to adopt the Agreement and Plan of Merger (as amended or


            supplemented from time to time, the "merger agreement"), dated
            December 2, 2020, by and among the Company, Macquarie Management
            Holdings, Inc., a Delaware corporation ("Macquarie"), Merry Merger Sub,
            Inc., a Delaware corporation and wholly-owned subsidiary of Macquarie
            ("Merger Sub"), and (solely for limited purposes) Macquarie Financial
            Holdings Pty Ltd, an Australian proprietary company formed under the
            laws of the Commonwealth of Australia, pursuant to which, among other
            things, Merger Sub will be merged with and into the Company (the
            "merger"), with the Company surviving the merger as a wholly-owned
            subsidiary of Macquarie.

The stockholders approved the adoption of the merger agreement as follows:





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

Proposal 2: Advisory vote to approve the compensation that may be paid or become


            payable to the Company's named executive officers that is based on or
            otherwise relates to the merger and the other transactions contemplated
            by the merger agreement.

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





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

Proposal 3: Vote to adjourn the special meeting to a later date or time, if


            necessary or appropriate, to solicit additional proxies in favor of the
            proposal to adopt the merger agreement if there are insufficient votes
            at the time of the special meeting to approve the proposal to adopt the
            merger agreement.

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

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