FRANKLIN RESOURCES INC — Proxy Solicitation & Information Statement 2013

Jan 24, 2013

DEFA14A 1 d465982ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

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 x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material Pursuant to Section
240.14a-12

FRANKLIN RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed: ¨

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on March 13, 2013.

FRANKLIN RESOURCES, INC.	Meeting Type: Annual Meeting
	For holders as of: January 16, 2013
	Date: March 13, 2013 Time: 10:00 AM
PT
	Location: H.L. JAMIESON AUDITORIUM ONE FRANKLIN PARKWAY, BUILDING
920 SAN MATEO, CA
94403
	Directions: Visit our website at www.franklintempleton.com/ retail/pages/generic_content/global_nav/contact_us/pub/offices_us.jsf
	Admission Ticket – Not Transferable
	You are receiving this
communication because you hold shares in the above named company.
ONE FRANKLIN
PARKWAY SAN MATEO, CA
94403-1906	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 How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail
copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| 1) BY INTERNET : 2) BY TELEPHONE : 3) BY E-MAIL* : | www.proxyvote.com 1-800-579-1639 sendmaterial@proxyvote.com |
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 27, 2013 to facilitate
timely delivery. | |

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Each stockholder will need to bring an admission ticket, Notice of Internet Availability of Proxy Materials, or proof of ownership of common stock as of January 16, 2013 and a form of photo identification to be admitted to the Annual Meeting. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. 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 you vote FOR

the following proposals:

1. Election of Directors

Nominees:

1a. Samuel H. Armacost

1b. Peter K. Barker

1c. Charles Crocker

1d. Charles B. Johnson

1e. Gregory E. Johnson

1f. Rupert H. Johnson, Jr.

1g. Mark C. Pigott

1h. Chutta Ratnathicam

1i. Laura Stein

1j. Anne M. Tatlock

1k. Geoffrey Y. Yang

| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending
September 30, 2013. |
| --- | --- |
| The Board of Directors recommends you vote AGAINST the
following proposal: | |
| 3. | Stockholder proposal on Genocide-free
Investing. |