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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
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, CA 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | BEN | New York Stock Exchange |
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 ☐
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. ☐
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:
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| 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 | |
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 | |
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 | | | Franklin Resources, Inc. 1998 Employee Stock Investment Plan (as amended and restated effective as of February 3, 2026), incorporated by reference to Appendix A to Registrant’s Definitive Proxy Statement on Schedule 14A filed on December 22, 2025 (File No. 001-09318) |
| 10.2 | | | Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (as amended and restated effective as of February 3, 2026), incorporated by reference to Appendix B to Registrant’s Definitive Proxy Statement on Schedule 14A filed on December 22, 2025 (File No. 001-09318) |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | FRANKLIN RESOURCES, INC. |
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| Date: | February 5, 2026 | /s/ Thomas C. Merchant |
| | Thomas C. Merchant |
| | Executive Vice President and General Counsel |
