FRANKLIN RESOURCES INC
For the period ended Feb 3, 2026. Filed Dec 22, 2025.
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Feb 3, 2026 · Filed Dec 22, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
| ☑ Filed by the Registrant | ☐ 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 |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §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)
| Payment of Filing Fee (Check all boxes that apply): | |
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter from our Chairman and CEO
Gregory E. Johnson Chairman of the Board
Jennifer M. Johnson Chief Executive Officer
DEAR FELLOW SHAREHOLDERS,
The 2026 Annual Meeting of Stockholders of Franklin Resources, Inc. will be held virtually, and we cordially invite you to participate on February 3, 2026, at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time). Instructions for accessing the virtual meeting platform online are included in the Proxy Statement for this meeting.
In recent years, we have evolved and intentionally diversified our business by adding a wide range of capabilities to help clients achieve their investment goals through a variety of market conditions and cycles. Our clients view us as a trusted partner with the ability to fulfill their comprehensive investment needs across public and private markets in investment vehicles of their choice.
As we reflect on our fiscal year, global markets rallied significantly, despite ongoing geopolitical complexity and uncertainty. Against this backdrop, ending assets under management (AUM) were $1.66 trillion as of September 30, 2025, and long-term inflows increased 7.8% to $343.9 billion from $319 billion in the prior year. Long-term net outflows were $97.4 billion (including $30.4 billion of reinvested distributions). Excluding Western Asset, long-term net inflows were $44.5 billion compared to $16 billion in the prior year, with eight consecutive quarters of positive net flows.
Fiscal 2025 marked the first year of our five-year plan, and we have made great strides across a number of key focus areas for the company. We saw record growth in retail separately managed accounts, exchange traded funds (ETFs) and Canvas®, our custom indexing platform, each delivering positive net flows with double-digit AUM growth rates. Alternative AUM reached a record $270 billion after closing the Apera Asset Management acquisition with strong fundraising of $26.2 billion, including $22.9 billion in private markets. We are ahead of our five-year plan in alternatives fundraising, ETFs and Canvas, and on track in the other areas.
While continuing to invest in long-term growth initiatives, we further strengthened the foundation of our business through disciplined expense management and operational efficiencies. Our balance sheet gives us the financial flexibility to continue to grow our business. This year, we returned $930 million to shareholders through dividends and share repurchases, funded the majority of our remaining acquisition-related payments, and repaid $400 million senior notes due in March 2025. As always, we continue to prioritize our dividend, which has increased every year since 1981.
We encourage you to review the accompanying Proxy Statement and to vote your shares before our annual meeting on February 3, 2026. On behalf of the Board and management team, thank you for your continued support and commitment to our firm.
| 2026 Proxy Statement | i |
|---|
Notice of annual meeting of stockholders
| 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. | |
| Ways to vote | |
| Internet | |
| Telephone | |
| Attend the virtual annual meeting | |
| Your vote is very important.Even if you think that you will attend the Annual Meeting, we ask you to please cast your vote in advance. You may vote your shares via the Internet, by telephone, by mail or, except for certain stockholders described on page 89, via the virtual meeting website during the Annual Meeting. |
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 an amendment and restatement of the Company’s 2002 Universal Stock Incentive 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 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 |
| Stockholders will also 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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We are furnishing proxy materials to our stockholders primarily via the Internet rather than mailing paper copies of the materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On December 22, 2025, we mailed to certain of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy materials and vote (online or by telephone). If you would like to request a paper copy of our proxy materials, follow the instructions in the Notice.
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on February 3, 2026. The Notice, the Proxy Statement, and our 2025 Annual Report, are available online atwww.proxyvote.com. These proxy materials are first being sent or made available to stockholders commencing on December 22, 2025.
Attendance at the Annual Meeting. The Annual Meeting is being conducted virtually. Stockholders of record as of the record date can attend the Annual online, vote their shares electronically, and submit questions during the meeting by by visitingwww.virtualshareholdermeeting.com/BEN2026, We encourage you to allow ample time for online check-in, which will open at 7:45 a.m. Pacific Time.
By order of the Board of Directors,
Courtney A. Hoffmann
Secretary
San Mateo, California
| ii | Franklin Resources |
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Table of contents
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