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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☐   Preliminary Proxy Statement
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☐ Definitive Proxy Statement
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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 15, 2017.












FRANKLIN RESOURCES, INC.


ONE FRANKLIN PARKWAY
SAN MATEO, CA 94403-1906

  Meeting Information  
Meeting Type: Annual Meeting
For holders as of:       December 19, 2016
Date:      February 15, 2017      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

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you plan to attend the Annual Meeting, please present this notice to gain admittance to the meeting.

See the reverse side of this notice to obtain proxy materials and voting instructions.



























 

— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT          ANNUAL REPORT
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.















 
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 Proposals 2 and 4 and every 3 Years for Proposal 3.

 
2.        Advisory vote on executive compensation (say on pay vote).
 
3. Advisory vote on the frequency of holding the say on pay vote.
 
4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017.
 
The Board of Directors recommends you vote AGAINST the following proposals.
 
5. Stockholder proposal requesting a Board report regarding climate change and proxy voting.
 
6. Stockholder proposal requesting a Board report regarding executive pay and proxy voting.