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 14, 2018

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 14, 2018, 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
 
452,893,393

 
1,537,160

 
228,469

 
36,731,019

Mariann Byerwalter
 
453,682,536

 
748,669

 
227,817

 
36,731,019

Charles E. Johnson
 
438,085,769

 
16,418,300

 
154,953

 
36,731,019

Gregory E. Johnson
 
440,626,811

 
9,127,457

 
4,904,754

 
36,731,019

Rupert H. Johnson, Jr.
 
438,527,616

 
15,975,126

 
156,280

 
36,731,019

Mark C. Pigott
 
453,300,381

 
1,020,030

 
338,611

 
36,731,019

Chutta Ratnathicam
 
447,665,809

 
6,667,214

 
325,999

 
36,731,019

Laura Stein
 
443,792,816

 
10,675,441

 
190,765

 
36,731,019

Seth H. Waugh
 
453,646,180

 
780,449

 
232,393

 
36,731,019

Geoffrey Y. Yang
 
453,438,501

 
997,172

 
223,349

 
36,731,019


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 ratification of the appointment of PricewaterhouseCoopers LLP was approved, and the voting results are set forth below:
For
 
Against
 
Abstain
485,674,122

 
5,478,329

 
237,590


3.
To consider and vote on a stockholder proposal requesting a report from the Board on lobbying activities and expenditures, 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
94,742,366

 
345,870,631

 
14,046,025

 
36,731,019



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SIGNATURE

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

 
 
FRANKLIN RESOURCES, INC.
 
 
 
Date:
February 15, 2018
/s/ Maria Gray
 
 
Name:  Maria Gray
Title:    Vice President and Secretary

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