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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant      

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FRANKLIN RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on February 14, 2018.












FRANKLIN RESOURCES, INC.


 ONE FRANKLIN PARKWAY
 SAN MATEO, CA 94403-1906

  Meeting Information  
  Meeting Type: Annual Meeting  
  For holders as of:       December 18, 2017  
  Date:      February 14, 2018      Time:     9:30 AM PT  
  Location:  H.L. JAMIESON AUDITORIUM  
  ONE FRANKLIN PARKWAY, BUILDING 920  
  SAN MATEO, CA 94403  
  Directions:  http://investors.franklinresources.com/investor-relations/stockholder-services/annual-meeting-materials  
   Admission Ticket - Not Transferable  

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NOTICE AND PROXY STATEMENT          ANNUAL REPORT
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Voting Items

The Board of Directors recommends a vote FOR all the nominees listed.

1.        Election of Directors
   
Nominees:
   
1a.        Peter K. Barker
     
1b. Mariann Byerwalter
     
1c. Charles E. Johnson
     
1d. Gregory E. Johnson
     
1e. Rupert H. Johnson, Jr.
     
1f. Mark C. Pigott
     
1g. Chutta Ratnathicam
     
1h. Laura Stein
     
1i. Seth H. Waugh
     
1j. Geoffrey Y. Yang




The Board of Directors recommends a vote FOR Proposal 2.

 
2.        To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2018.
   
The Board of Directors recommends you vote AGAINST the following proposal.
 
3. Stockholder proposal requesting a Board report on lobbying activities and expenditures, if properly presented at the Annual Meeting.