Executive Change · 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 6, 2024 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On February 6, 2024, the Board of Directors (the “Board”) of Franklin Resources, Inc. (the “Company”) removed Ms. Gwen L. Shaneyfelt as Chief Accounting Officer of the Company pursuant to various organizational changes. As of such date, Ms. Shaneyfelt will no longer serve as principal accounting officer of the Company but will remain with the Company serving as an executive vice president. (c) On February 6, 2024, the Board appointed Ms. Lindsey H. Oshita, currently Senior Vice President and Chief Accounting Officer – Americas for the Company, as Chief Accounting Officer and the principal accounting officer of the Company. Ms. Oshita, age 41, has served as Senior Vice President and Chief Accounting Officer – Americas for the Company since September 2019. She previously served as Director of Global Accounting Policy for the Company from October 2014 to September 2019. She has served as a corporate officer of certain subsidiaries of the Company since September 2019. She joined the Company in December 2009. (e) At the annual meeting of stockholders of the Company held on February 6, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s 2002 Universal Stock Incentive Plan (“USIP”) to increase the number of shares of common stock, par value $0.10 per share, of the Company available for delivery under the USIP by 25 million shares. A brief description of the terms and conditions of the USIP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 27, 2023 (the “Proxy Statement”) under the heading “Proposal No. 3: Approval of an Amendment and Restatement of the Company’s 2002 Universal Stock Incentive Plan.” The descriptions of the USIP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the USIP that is attached hereto as Exhibit 10.1. 2 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 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 409,038,370  5,723,416  172,643  31,658,494  Alexander S. Friedman 408,155,264  6,581,895  197,270  31,658,494  Gregory E. Johnson 409,317,767  5,515,510  101,152  31,658,494  Jennifer M. Johnson 412,552,601  2,237,024  144,804  31,658,494  Rupert H. Johnson, Jr. 412,453,008  2,327,094  154,327  31,658,494  John Y. Kim 369,136,553  45,607,735  190,141  31,658,494  Karen M. King 370,326,634  44,428,939  178,856  31,658,494  Anthony J. Noto 408,496,263  6,520,957  187,209  31,658,494  John W. Thiel 369,864,383  44,754,850  315,196  31,658,494  Seth H. Waugh 356,174,433  58,571,677  188,319  31,658,494  Geoffrey Y. Yang 360,525,573  54,217,693  191,163  31,658,494  2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024. The appointment of PricewaterhouseCoopers LLP was ratified, and the voting results are set forth below: For Against Abstain 440,402,679  6,040,640  149,604  3. To approve an amendment and restatement of the 2002 Universal Stock Incentive Plan. The Amended and Restated 2002 Universal Stock Incentive Plan was approved, and the voting results are set forth below: For Against Abstain Broker Non-Votes 355,773,464  58,840,097  320,868  31,658,494  3 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference. Exhibit Index Exhibit No. Description 10.1 Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (as amended and restated effective February 6, 2024) (filed herewith)* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Management contract or compensatory plan or arrangement 4 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 8, 2024 /s/ Thomas C. Merchant Thomas C. Merchant Executive Vice President, General Counsel and Secretary 5