8-K


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 17, 2016

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

 Delaware
  001-09318
 13-2670991
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of incorporation)
 
 
               
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 (see General Instruction A.2. below):

[  ]  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))



Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 17, 2016, 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 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
 
475,076,287
 
5,656,743
 
619,789
 
34,180,975
Mariann Byerwalter
 
478,074,257
 
2,292,412
 
986,150
 
34,180,975
Charles E. Johnson
 
464,982,059
 
15,802,235
 
568,525
 
34,180,975
Gregory E. Johnson
 
473,741,866
 
6,471,436
 
1,139,517
 
34,180,975
Rupert H. Johnson, Jr.
 
465,609,246
 
15,157,178
 
586,395
 
34,180,975
Mark C. Pigott
 
475,262,560
 
5,360,203
 
730,056
 
34,180,975
Chutta Ratnathicam
 
476,907,430
 
3,719,577
 
725,812
 
34,180,975
Laura Stein
 
477,561,652
 
3,207,694
 
583,473
 
34,180,975
Seth H. Waugh
 
478,117,818
 
2,523,345
 
711,656
 
34,180,975
Geoffrey Y. Yang
 
479,117,183
 
1,643,462
 
592,174
 
34,180,975

2.
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016.
The ratification of the appointment of PricewaterhouseCoopers LLP was approved, and the voting results are set forth below:
For
 
Against
 
Abstain
509,753,080
 
5,213,750
 
566,964

3.
To consider and vote on a stockholder proposal.
The stockholder proposal was not approved, and the voting results are set forth below:
For
 
Against
 
Abstain
 
Broker
Non-Votes
19,186,417
 
406,570,599
 
55,595,803
 
34,180,975


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SIGNATURES

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 18, 2016
/s/ Maria Gray
 
 
Name:  Maria Gray
Title:    Vice President and Secretary

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