FRANKLIN RESOURCES INC — Remuneration Information 2016

Jan 8, 2016

DEFA14A 1 franklin_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING 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 |
| [ ] | Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy
Statement |
| [X] | Definitive Additional
Materials |
| [
] | Soliciting
Material Pursuant to §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 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. | |
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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 17, 2016.

*FRANKLIN RESOURCES, INC.*

| ONE FRANKLIN
PARKWAY |
| --- |
| SAN MATEO,
CA 94403-1906 |

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual
Meeting |
| For holders as of: | December 21, 2015 |
| Date: February 17, 2016 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 | |
| How to View Online: | |
| Have the
information that is printed in the box marked by the arrow ➔ XXXX
XXXX XXXX XXXX (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 : | www.proxyvote.com |
| 2) BY TELEPHONE : | 1-800-579-1639 |
| 3) BY E-MAIL* : | 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 ➔ XXXX
XXXX XXXX XXXX (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 3, 2016 to facilitate timely
delivery. | |

— How To Vote — Please Choose One of the Following Voting Methods

| Vote In Person: Many
stockholder meetings have attendance requirements including, but not
limited to, the possession of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to
request a ballot to vote these shares. |
| --- |
| 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 ➔ XXXX
XXXX XXXX XXXX (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.
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

1. 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 Board of Directors
recommends you vote AGAINST the following proposal: | |
| --- | --- |
| 3. | A stockholder proposal, if
properly presented at the Annual
Meeting. |