Definitive Additional Materials

Preliminary Proxy Statement

Definitive Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Soliciting Material Pursuant to Section 240.14a-12

DEFA14A 1 d658040ddefa14a.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:

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:
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	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 12, 2014.


	Meeting Information
FRANKLIN RESOURCES, INC.	Meeting Type:	Annual Meeting
	For holders as of:	January 14, 2014
	Date: March 12, 2014 Time: 10:00 AM PT
	Location: H.L. JAMIESON AUDITORIUM
	ONE FRANKLIN PARKWAY, BUILDING 920
	SAN MATEO, CA 94403
ONE FRANKLIN PARKWAY	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 company named above.
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:	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 (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 26, 2014 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 (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 E. Johnson

	1d.	Gregory E. Johnson

	1e.	Rupert H. Johnson, Jr.

	1f.	Mark C. Pigott

	1g.	Chutta Ratnathicam

	1h.	Laura Stein

	1i.	Anne M. Tatlock

	1j.	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, 2014.

3.		To approve the adoption of the Franklin Resources, Inc. 2014 Key Executive Incentive Compensation Plan.

4.		To approve by advisory vote, the compensation of the Company’s named executive officers.

The Board of Directors recommends you vote AGAINST the following proposal:

5.		A stockholder proposal, if properly presented at the Annual Meeting.

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