FRANKLIN RESOURCES INC — Remuneration Information 2017

Jan 4, 2017

DEFA14A 1 franklin3133431-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 ☐ 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
☑	Definitive Additional Materials
☐	Soliciting Material Under Rule
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): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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. |
| | 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 February 15, 2017.

*FRANKLIN RESOURCES, INC.*

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

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual
Meeting |
| For holders as of: | December 19, 2016 |
| Date: February 15,
2017 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 1, 2017 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 a vote FOR all the nominees listed.

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

| The Board of Directors recommends
a vote FOR Proposals 2 and 4 and every 3 Years for Proposal
3. | |
| --- | --- |
| 2. | Advisory vote on executive
compensation (say on pay vote). |
| 3. | Advisory vote on the frequency of
holding the say on pay vote. |
| 4. | To ratify the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm for the fiscal year ending September 30,
2017. |
| The Board of Directors
recommends you vote AGAINST the following proposals. | |
| 5. | Stockholder proposal requesting a
Board report regarding climate change and proxy voting. |
| 6. | Stockholder proposal requesting a
Board report regarding executive pay and proxy
voting. |