Document


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2019

FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)

 Delaware
  001-09318
 13-2670991
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
               
One Franklin Parkway, San Mateo, California 94403
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 312-2000

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o





Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 12, 2019, Franklin Resources, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the final voting results were as follows:
1.
To elect 10 directors to the Board of Directors of the Company (the “Board”) to hold office until the next annual meeting of stockholders or until that person’s successor is elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal.
Each of the 10 nominees for director was elected, and the voting results are set forth below:
Name of Director
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Peter K. Barker
 
416,363,588

 
2,605,192

 
240,381

 
43,798,901

Mariann Byerwalter
 
417,001,035

 
2,004,248

 
203,878

 
43,798,901

Charles E. Johnson
 
416,982,655

 
2,041,833

 
184,673

 
43,798,901

Gregory E. Johnson
 
408,266,810

 
7,386,646

 
3,555,705

 
43,798,901

Rupert H. Johnson, Jr.
 
415,283,097

 
3,809,627

 
116,437

 
43,798,901

Mark C. Pigott
 
413,728,930

 
5,252,181

 
228,050

 
43,798,901

Chutta Ratnathicam
 
405,446,323

 
13,539,479

 
223,359

 
43,798,901

Laura Stein
 
347,802,129

 
71,304,957

 
102,075

 
43,798,901

Seth H. Waugh
 
416,573,990

 
2,412,427

 
222,744

 
43,798,901

Geoffrey Y. Yang
 
414,274,131

 
4,810,496

 
124,534

 
43,798,901

2.
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019.
The ratification of the appointment of PricewaterhouseCoopers LLP was approved, and the voting results are set forth below:
For
 
Against
 
Abstain
449,558,276

 
13,304,567

 
145,219

3.
To ratify the stockholder special meeting amendment in the Company’s bylaws, as described in the proxy materials.
The ratification of the stockholder special meeting amendment was approved, and the voting results are set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
352,757,560

 
66,082,868

 
368,733

 
43,798,901

4.
To consider and vote on a stockholder proposal requesting that the Board institute procedures on genocide-free investing, as described in the proxy materials.
This stockholder proposal was not approved, and the voting results are set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
40,692,224

 
370,027,445

 
8,489,492

 
43,798,901



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
FRANKLIN RESOURCES, INC.
 
 
 
Date:
February 13, 2019
/s/ Virginia Rosas
 
 
Name:  Virginia Rosas
Title:    Assistant Secretary

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