FRANKLIN RESOURCES INC
For the period ended Feb 3, 2026. Filed Dec 22, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 3, 2026 · Filed Dec 22, 2025
Contents
Proxy statement summary
San Mateo, California 94403-1906
This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders are furnished in connection with the solicitation by the Board of Directors (the “Board”) of Franklin Resources, Inc., a Delaware corporation (the “Company”), of the accompanying proxy to be voted at the 2026 Annual Meeting of stockholders (the “Annual Meeting”), which will be held on Tuesday, February 3, 2026 at 8:00 a.m. Pacific Time. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/BEN2026, where you will be able to listen to the meeting live and vote online. Please note that this is the only means of accessing the Annual Meeting and only stockholders of record as of the Record Date will be able to access the Annual Meeting. This Proxy Statement and the accompanying proxy card are being mailed and/or made available on or about December 22, 2025 to each stockholder entitled to vote at the Annual Meeting. References to “us,” “we” or “our” as used throughout this Proxy Statement mean the Company.
All materials filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) can be obtained through the SEC’s website atwww.sec.gov.
2026 Annual meeting information
Date Tuesday, February 3, 2026 8:00 a.m. Pacific Time
Virtual meeting www.virtualshareholdermeeting.com/BEN2026 We encourage you to allow ample time for online check-in, which will open at 7:45 a.m. Pacific Time.
Record date Stockholders of record on December 5, 2025 are entitled to vote.
Items of business
| Proposals | Board Recommendation | |
| 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.For Further Details See page 7 | FOReach director nominee |
| 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.For Further Details See page 72 | FOR |
| 3 | To approve the amendment and restatement of the Company’s 1998 Employee Stock Investment Plan, which includes increasing the number of shares of common stock, par value $0.10 per share, of the Company authorized for issuance under the ESIP by an additional 5,000,000 shares.For Further Details See page 73 | FOR |
| 4 | To approve the amendment and restatement of the Company’s 2002 Universal Stock Incentive Plan (“USIP”), which includes increasing the number of shares of common stock, par value $0.10 per share, of the Company authorized for issuance under the USIP by an additional 25,000,000 shares.For Further Details See page 79 | FOR |
| 5 | To approve, on an advisory basis, the compensation of our named executive officers.For Further Details See page 87 | FOR |
| 2026 Proxy Statement | 1 |
|---|
Business highlights
Who we are
We are a global investment management organization with over $1.66 trillion in assets under management (“AUM”) as of September 30, 2025. Our mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through our specialist investment managers, we offer specialization on a global scale bringing extensive capabilities in equity, fixed income, alternatives and multi-asset solutions. For over 75 years, we have been committed to providing clients with exceptional investment management services and have developed a globally diversified business, including through strategic acquisitions.
Our strategy
We have continued the successful evolution of our company to benefit our clients and meet their own evolving needs and preferences in pursuit of their financial goals. That includes progress executing on our long-term plan of further diversifying our business across asset classes, vehicles and geographies—as well as increasing interconnectivity within our growing firm. From our expansion into alternative asset categories to solutions in the insurance and retirement channels and from private wealth management to customization and personalization to innovative technology-based solutions, we now offer comprehensive investment capabilities across public and private markets to clients around the world.
Fiscal year 2025 marked the first year of Franklin Templeton’s 5-Year Plan, and we've made great strides across a number of key strategic focus areas for the Company. The Company is ahead of the strategic plan for alternatives fundraising, Exchange Trade Funds (ETFs), and Canvas, and on track in the other areas.
For additional information about our strategic initiatives, please see “Compensation Discussion and Analysis – 1. Executive Summary – Executing on Corporate Strategy” and “Compensation Discussion and Analysis – 3. Fiscal Year 2025 Executive Compensation Decisions – Individual Accomplishments – Jennifer M. Johnson – Strategic Initiatives”
| 2 | Franklin Resources |
SNAPSHOT OF OUR DIRECTORS
| Name Occupation · Age · Director Since · Independent · Committees | |||
|---|---|---|---|
| Mariann Byerwalter Chairman of the Board, Pacific Mutual Holding Company | 65 | 2015 | Audit, Corporate Governance |
| Alexander S. Friedman Co-Founder and Co-Chief Executive Officer, Novata Inc. | 55 | 2021 | Audit, Corporate Governance |
| Gregory E. Johnson Executive Chairman, Franklin Resources, Inc. | 64 | 2007 | |
| Jennifer M. Johnson Chief Executive Officer, Franklin Resources, Inc. | 61 | 2020 | |
| Rupert H. Johnson, Jr. Vice Chairman, Franklin Resources, Inc. | 85 | 1971 | |
| John Y. Kim Founder and Managing Partner, Brewer Lane Ventures LLC | 65 | 2021 | Compensation, Corporate Governance |
| Karen M. King Managing Director and Chief Operating Officer, Silver Lake | 53 | 2021 | Audit, Compensation |
| Anthony J. Noto Chief Executive Officer, SoFi Technologies, Inc. | 57 | 2020 | Audit, Corporate Governance |
| John W. Thiel Executive Chairman & Founder, Indivisible Partners, LLC | 65 | 2021 | Audit, Compensation |
| Seth H. Waugh Former Chief Executive Officer, The PGA of America | 67 | 2015 | Compensation |
| Geoffrey Y. Yang Managing Director and Founding Partner of Redpoint Ventures | 66 | 2011 | Compensation, Corporate Governance |
| 2026 Proxy Statement | 3 |
|---|
| 4 | Franklin Resources |
CORPORATE GOVERNANCE HIGHLIGHTS
Our Board and its committees are committed to high standards of corporate governance and have adopted thoughtful and effective practices and processes consistent with, and supportive of, our strategic objectives.
| Independent Oversight | • 8 of 11 directors are independent • Strong Independent Lead Director with clearly delineated duties • Regular executive session of independent directors • All standing Board committees are composed entirely of independent directors |
| Strong Corporate Governance Practices and Stockholder Rights | • “Proxy Access” right for stockholders • No supermajority vote provisions • Stockholders can act by written consent • 25% of shares can call a special meeting • One-share, one-vote standard • Overboarding limits • Stock Ownership Guidelines • Trading Blackout Policy and prohibitions against hedging and pledging transactions • CEO and executive leadership succession planning |
| Accountability and Commitment to Continuous Improvement | • All directors are elected annually • Robust annual Board and committee evaluations • Active stockholder engagement • Clawback Policy for executive officers • Comprehensive Code of Ethics and Business Conduct • Director orientation and continuing education programs |
EXECUTIVE COMPENSATION HIGHLIGHTS
What We Do
Align pay with performance: a significant portion of total compensation for all NEOs is performance-based
Grant long-term awards based on meaningful performance measures
Maintain clawback policies
Require significant stock ownership
Limit perquisites
Retain an independent consultant to the Compensation Committee
Regularly review incentive compensation plans and compensation practices
Engage with stockholders regarding compensation practices
What We Don’t Do
Provide excessive severance benefits
Enter into change in control agreements with NEOs
Provide excise tax gross-ups
Reprice underwater stock options
Permit hedging of Company stock
Allow pledging of Company stock received as compensation
Offer executive-specific retirement plans
Pay dividends or dividend equivalents to NEOs on unvested performance shares
| 2026 Proxy Statement | 5 |
|---|
| CEO Compensation | Other NEOs Compensation | Pay Type | Pay Element | Purpose | |
| Base Salary | Fixed | Cash | • Provides fixed pay for performing day-to-day responsibilities | ||
| Short-Term Incentive | At Risk Performance-Based VariableCompensation | Cash | • Performance-based variable compensation reinforces our pay-for-performance culture • Recognizes current year achievement of goals and objectives • Total award amount determined and divided into short and long-term incentives • All long-term incentive awards are subject to malus and clawback provisions | ||
| Long-TermIncentive | Time-Based Restricted StockUnits Performance-Based ShareUnits | ||||
2025 STOCKHOLDER ENGAGEMENT
We engage with stockholders to provide multiple opportunities for them to express their views so that we may consider those views as we evaluate our governance practices, executive compensation program and other matters of interest to stockholders. We value our stockholders’ feedback and we are committed to maintaining an active dialogue to ensure that we understand the priorities and concerns of our stockholders. In fiscal year 2025, we contacted our top 15 institutional shareholders, representing approximately 30% of our outstanding shares, and approximately 50% of our outstanding shares held by persons or entities other than Messrs. Charles B. Johnson and Rupert H. Johnson, Jr. and held meetings with the nine of these shareholders who requested to meet with us. Our outreach to stockholders focused on corporate governance, succession planning, director tenure and sustainability. No concerns regarding executive compensation were raised during these engagements.
| 6 | Franklin Resources |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.