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 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)
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| 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): |
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| 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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| 3) | Filing Party: |
| 4) | Date Filed: ¨ |
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
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Meeting Information | ||||||||
| FRANKLIN RESOURCES, INC. |
Meeting Type: Annual Stockholder Meeting | |||||||
| For holders as of: January 19, 2010 | ||||||||
| Date: March 16, 2010 Time: 10:00 a.m. 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/ | ||||||||
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You are receiving this communication because you hold shares in the above named company. | ||||||||
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ONE FRANKLIN PARKWAY SAN MATEO CA, 94403 |
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 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.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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| — Before You Vote — How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE: | ||||||||
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NOTICE AND PROXY STATEMENT |
ANNUAL REPORT | |||||||
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How to View Online:
Have the 12 Digit Control Number available (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 12 Digit Control Number (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 March 2, 2010 to facilitate timely delivery.
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| — How To Vote — | ||||||||
| Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder 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. | |||||||
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Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions. | ||||||||
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items | ||||||||||||
| The Board of Directors recommends you vote | ||||||||||||
| FOR the following proposals: | ||||||||||||
| 1. | To elect 12 directors to the Board of Directors 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. |
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Nominees:
1a. Samuel H. Armacost
1b. Charles Crocker |
2. |
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2010. |
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1c. Joseph R. Hardiman
1d. Robert D. Joffe
1e. Charles B. Johnson
1f. Gregory E. Johnson
1g. Rupert H. Johnson, Jr. |
3. |
To submit for stockholder approval for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code, an amendment and restatement of the Company’s 2002 Universal Stock Incentive Plan revising the performance measures applicable to performance-based awards. |
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1h. Thomas H. Kean
1i. Chutta Ratnathicam
1j. Peter M. Sacerdote
1k. Laura Stein
1l. Anne M. Tatlock |
4. |
To transact such other business that may properly be raised at the Annual Meeting or any adjournments or postponements of the Annual Meeting. |
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