Notice of 2016 ANNUAL MEETING and PROXY …

1 Notice of 2016 ANNUAL MEETING and PROXY STATEMENTA pril 27, 2016 Owings Mills, MarylandT. Rowe Price focuses on delivering investment management excellence and retirement services that investors can rely on now, and over the long term. Headquartered in Baltimore, Maryland, we provide mutual funds, subadvisory services, separate account management, recordkeeping, and related services for individuals, advisors, institutions, and retirement plan sponsors. We believe that adhering to our principles putting our clients interests first, following a disciplined investment process rooted in proprietary research, and nurturing a collaborative culture where experienced professionals share insights in pursuit of durable solutions leads to better outcomes for our clients. As of December 31, 2015, T. Rowe Price has $ billion in assets under management and serves clients in 41 countries worldwide.

2 (NASDAQ-GS: TROW)T. ROWE PRICE GROUP, EAST PRATT STREETBALTIMORE, MD 21202 Notice OF 2016 ANNUAL MEETING OF STOCKHOLDERSWe will hold the ANNUAL MEETING of Stockholders of T. Rowe Price Group, Inc. at the Company s offices located at 4435 Painters Mill Road, Owings Mills, Maryland, 21117, on Wednesday, April 27, 2016 , at 10 At this ANNUAL MEETING , we will ask stockholders to:1) elect a Board of twelve directors;2) approve, by a non-binding advisory vote, the compensation paid to our named executive officers; 3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2016 ; and4) consider a stockholder proposal, if properly presented at the ANNUAL who owned shares of our common stock as of February 26, 2016 , are entitled to attend and vote at the ANNUAL MEETING or any ORDER OF THE BOARD OF DIRECTORSD avid Oestreicher Corporate SecretaryBaltimore, Maryland March 18, 2016 YOUR VOTE IS IMPORTANT!

3 Please execute and return the enclosed PROXY promptly whether or not you plan to attend the T. Rowe Price Group, Inc. 2016 ANNUAL MEETING of OF CONTENTSI ntroduction 1 Important Notice Regarding the Availability of PROXY Materials 1 Questions and Answers About the PROXY Materials and the ANNUAL MEETING 1 Proposal 1: Election of Directors 6 The Nominees and Their Qualifications, Skills, and Experience 6 Compensation of Directors 15 Report of the Nominating and Corporate Governance Committee 18 Security Ownership of Certain Beneficial Owners and Management 22 Section 16(a) Beneficial Ownership Reporting Compliance 24 Compensation Discussion and Analysis 24 Executive Summary 24 Executive Compensation Philosophy and Objectives 28 Process for Determining Executive Compensation 312015 Compensation Decisions 33 Other Compensation Policies and Practices 36 Report of the Executive Compensation Committee 38 Compensation of Named Executive Officers 39 Summary Compensation Table 392015 Grants of Plan-Based Awards Table 40 Outstanding Equity Awards Table at December 31, 2015 422015 Option Exercises and Stock Vested Table 462015 Nonqualified Deferred Compensation Table 47 Potential Payments on Termination or Change in Control 47 Equity Compensation Plan Information 48 Proposal 2: Advisory Vote on the Compensation Paid to our Named Executive Officers 48 Proposal 3.

4 Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2016 49 Audit Committee Pre-Approval Policies 50 Report of the Audit Committee 51 Proposal 4: Stockholder Proposal on Voting Matters Related to Climate Change 52 Stockholder Proposals for the 2017 ANNUAL MEETING 53 Stockholder Communications with the Board of Directors 541 PROXY STATEMENT 2015 IntroductionThis PROXY statement is being made available to you in connection with the solicitation of proxies by the T. Rowe Price Group, Inc. (Price Group or the Company) Board of Directors (Board) for the 2016 ANNUAL MEETING of Stockholders ( ANNUAL MEETING ). The purpose of the ANNUAL MEETING is to:1) elect a Board of twelve directors;2) approve, by a non-binding advisory vote, the compensation paid to our named executive officers;3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2016 ; and4) consider a stockholder proposal on voting matters related to climate change, if properly presented at the ANNUAL PROXY statement, the PROXY card, and our 2015 ANNUAL Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2015, form your PROXY Materials.

5 We have adopted the Securities and Exchange Commission s Notice and Access model of PROXY notification, which allows us to furnish PROXY materials online, with paper copies available upon request. We sent you a Notice on how to obtain your PROXY materials or the PROXY Materials on March 18, Notice Regarding the Availability of PROXY Materials For The Stockholder MEETING to Be Held On April 27, 2016 This PROXY statement and our 2015 ANNUAL Report to Stockholders may be viewed, downloaded, and printed, at no charge, by accessing the following Internet address: who wish to attend the ANNUAL MEETING in person must follow the instructions on page 3 under the section titled Do I need to bring anything in order to attend the ANNUAL MEETING ? Questions and Answers About the PROXY Materials and the ANNUAL MeetingWhy did I receive in the mail a Notice of the Internet Availability of PROXY Materials?

6 You received in the mail either a Notice of the Internet availability of PROXY materials or a printed PROXY statement and 2015 ANNUAL Report to Stockholders because you owned T. Rowe Price Group, Inc. common stock at the close of business on February 26, 2016 , which we refer to as the Record Date, and that entitles you to vote at the ANNUAL MEETING . This PROXY statement, the PROXY card, and our 2015 ANNUAL Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2015, constitute the PROXY Materials. The Board is soliciting your PROXY to vote at the ANNUAL MEETING or at any later MEETING if the ANNUAL MEETING is adjourned or postponed for any reason. Your PROXY will authorize each of Edward C. Bernard, Brian C. Rogers, and William J.

7 Stromberg as proxies to vote on your behalf at the ANNUAL MEETING . By use of a PROXY , you can vote whether or not you attend the ANNUAL MEETING . This PROXY statement describes the matters to be acted upon at the ANNUAL MEETING , provides information on those matters, and provides information about Price Group that we must disclose when we solicit your to rules adopted by the SEC, we have elected to provide access to our PROXY Materials over the Internet to many stockholders. We believe that Internet delivery of our PROXY Materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our ANNUAL MEETING . Accordingly, we are sending a Notice of Internet Availability of PROXY Materials, which we refer to as the Notice , to many of our stockholders (including beneficial owners) as of the Record Date.

8 Our stockholders who receive the Notice will have the ability to access the PROXY Materials on a website referred to in the Notice or request to receive a printed set of the PROXY Materials. The Notice contains instructions on how to access the PROXY Materials over the Internet or to request a printed copy. In addition, stockholders may request to receive PROXY Materials in printed form by mail or electronically by e-mail on an ongoing basis by calling Broadridge Financial Solutions, Inc. ( Broadridge ) at 1-800-579-1639. Please note that you may not vote using the Notice . The Notice identifies the items to be voted on at the ANNUAL MEETING and describes how to vote, but you cannot vote by marking the Notice and returning ROWE PRICE GROUPCan I view the PROXY Materials on the Internet?Yes. As described in more detail in response to the prior question, most stockholders will receive the PROXY statement online.

9 If you received a paper copy, you can also view these documents on the Internet by accessing our website at The SEC also maintains a website at that contains reports, PROXY statements, and other information regarding Price is entitled to vote at the ANNUAL MEETING ?Holders of our common stock at the close of business on the Record Date are entitled to vote their shares at the ANNUAL MEETING . As of the Record Date, there were 247,613,548 shares outstanding. Each share outstanding on the Record Date is entitled to one vote on each proposal presented at the ANNUAL MEETING . Under our charter, the right to cast one vote per share may be modified in the case of certain persons and groups beneficially owning or otherwise having or arranging for ownership interest or voting authority with respect to more than 15% of our common stock; we do not believe this provision will apply to any stockholders voting at this ANNUAL am I voting on and what are the Board voting recommendations?

10 Our stockholders will be voting on the following proposals:ProposalBoard Voting Recommendation1 Election of DirectorsFOR ALL DIRECTOR NOMINEES2 Advisory Vote on the Compensation Paid to our Named Executive OfficersFOR3 Ratification of the Appointment of KPMG as our Independent Registered Public Accounting Firm for 2016 FOR4 Stockholder Proposal on Voting Matters Related to Climate ChangeAGAINSTCan other matters be decided at the ANNUAL MEETING ?At the time this PROXY statement went to press, we were not aware of any other matters to be presented at the ANNUAL MEETING . If other matters are properly presented for consideration at the ANNUAL MEETING , the PROXY holders appointed by our Board ( Edward C. Bernard, Brian C. Rogers, and William J. Stromberg) will have the discretion to vote on those matters in accordance with their best judgment on behalf of stockholders who provide a valid PROXY by Internet, by telephone, or by is the procedure for voting?