Franklin Resources Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Investment Managers
Finance
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 3, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the annual meeting of stockholders of Franklin Resources, Inc. (the “Company”) held on February 3, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company's 1998 Employee Stock Investment Plan ("ESIP"), to increase the number of shares of common stock, par value $0.10 per share, of the Company ("Common Stock") authorized for issuance under the ESIP by an additional 5,000,000 shares, and an amendment and restatement of the Company’s 2002 Universal Stock Incentive Plan (“USIP”), to increase the number of shares of Common Stock authorized for issuance under the USIP by an additional 25,000,000 shares.
Descriptions of the terms and conditions of the ESIP and the USIP are set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 22, 2025 (the “Proxy Statement”) under “Proposal No. 3" and "Proposal No. 4" in the Proxy Statement. The descriptions of the ESIP and the USIP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the ESIP and the USIP included hereto as Exhibits 10.1 and 10.2 respectively.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on February 3, 2026. The matters voted upon at the Annual Meeting and the final voting results were as follows:
1.To elect 11 directors to 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 11 nominees for director was elected, and the voting results are set forth below:
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Mariann Byerwalter | 419,280,152 | 4,885,527 | 340,572 | 35,609,072 | ||||||||||||||||||||||
Alexander S. Friedman | 419,819,261 | 4,569,660 | 117,330 | 35,609,072 | ||||||||||||||||||||||
| Gregory E. Johnson | 421,408,958 | 2,966,769 | 130,524 | 35,609,072 | ||||||||||||||||||||||
| Jennifer M. Johnson | 422,358,874 | 2,019,863 | 127,514 | 35,609,072 | ||||||||||||||||||||||
| Rupert H. Johnson, Jr. | 421,346,982 | 3,038,372 | 120,897 | 35,609,072 | ||||||||||||||||||||||
John Y. Kim | 419,087,961 | 5,087,340 | 330,950 | 35,609,072 | ||||||||||||||||||||||
Karen M. King | 420,356,747 | 4,020,029 | 129,475 | 35,609,072 | ||||||||||||||||||||||
Anthony J. Noto | 362,375,855 | 62,012,899 | 117,497 | 35,609,072 | ||||||||||||||||||||||
John W. Thiel | 420,338,677 | 4,043,042 | 124,532 | 35,609,072 | ||||||||||||||||||||||
| Seth H. Waugh | 409,505,782 | 14,801,231 | 119,238 | 35,609,072 | ||||||||||||||||||||||
| Geoffrey Y. Yang | 404,085,486 | 20,299,241 | 121,524 | 35,609,072 | ||||||||||||||||||||||
2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
The appointment of PricewaterhouseCoopers LLP was ratified, and the voting results are set forth below:
| For | Against | Abstain | ||||||||||||
| 450,634,460 | 9,318,703 | 162,160 | ||||||||||||
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3.To approve an amendment and restatement of the ESIP which includes increasing the number of shares of Common Stock authorized for issuance under the ESIP by an additional 5,000,000 shares.
The amendment and restatement of the ESIP was approved, and the voting results are set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| 422,037,543 | 2,307,785 | 160,923 | 35,609,072 | ||||||||||||||
4.To approve an amendment and restatement of the USIP which includes increasing the number of shares of Common Stock authorized for issuance under the USIP by an additional 25,000,000 shares.
The amendment and restatement of the USIP was approved, and the voting results are set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| 369,232,427 | 55,107,898 | 165,926 | 35,609,072 | ||||||||||||||
5.To approve, on an advisory basis, the compensation of the Company's named executive officers.
The compensation of the Company's named executive officers was approved, on an advisory basis, and the voting results are set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| 393,580,868 | 30,606,567 | 318,816 | 35,609,072 | ||||||||||||||
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed on the Exhibit Index are incorporated herein by reference.
Exhibit Index
| Exhibit | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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 5, 2026 | /s/ Thomas C. Merchant | ||||||
| Thomas C. Merchant | ||||||||
| Executive Vice President and General Counsel | ||||||||
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