Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):  February 7, 2023 FRANKLIN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-09318 13-2670991 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)                 One Franklin Parkway ,  San Mateo ,  CA 94403 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 650 ) 312-2000 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share BEN New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company     ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐   Item 5.07 Submission of Matters to a Vote of Security Holders. The matters voted upon at the Annual Meeting and the final voting results were as follows: 1. To elect 11 directors to the Board of Directors of the Company (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. Each of the 11 nominees for director was elected, and the voting results are set forth below: Name of Director For Against Abstain Broker Non-Votes Mariann Byerwalter 407,581,888  4,635,432  300,534  34,504,991  Alexander S. Friedman 407,248,832  4,965,863  303,159  34,504,991  Gregory E. Johnson 407,733,881  4,574,639  209,334  34,504,991  Jennifer M. Johnson 410,306,690  2,035,089  176,075  34,504,991  Rupert H. Johnson, Jr. 410,217,552  1,999,663  300,639  34,504,991  John Y. Kim 406,849,896  5,370,811  297,147  34,504,991  Karen M. King 410,148,334  2,073,276  296,244  34,504,991  Anthony J. Noto 407,571,200  4,686,560  260,094  34,504,991  John W. Thiel 409,797,207  2,436,367  284,280  34,504,991  Seth H. Waugh 409,406,995  2,828,794  282,065  34,504,991  Geoffrey Y. Yang 393,082,875  19,153,259  281,720  34,504,991  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023. The appointment of PricewaterhouseCoopers LLP was ratified, and the voting results are set forth below: For Against Abstain 441,966,074  4,826,752  230,019  3. To approve, on an advisory basis, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved, on an advisory basis, and the voting results are set forth below: For Against Abstain 387,292,965  24,860,356  364,533  4. To hold an advisory vote on how frequently stockholders believe the Company should obtain future advisory votes on the compensation of the Company’s named executive officers. A majority has approved to hold an advisory vote every three years on whether stockholders approve the compensation of the Company’s named executive officers. 1 year 2 years 3 years Abstain 176,478,564  651,758  234,946,943  440,589  2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRANKLIN RESOURCES, INC. Date: February 9, 2023 /s/ Thomas C. Merchant Thomas C. Merchant Executive Vice President, General Counsel and Secretary 3