Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 1, 2021, the Board of Directors (the "Board") of Franklin
Resources, Inc. (the "Company") elected Karen M. King to serve as a director of
the Company, increasing the size of the Board from 10 to 11. Ms. King's term
will expire at the 2022 Annual Meeting of Stockholders. Ms. King is a Managing
Director and the Chief Legal Officer of Silver Lake, a global technology
investment firm.
The Board has determined that Ms. King is an independent director under the
Company's Director Independence Standards and the New York Stock Exchange
listing standards, and that Ms. King satisfies the standards for independence
for members of an audit committee and a compensation committee under the New
York Stock Exchange listing standards.
The Board has appointed Ms. King to the Audit Committee and the Compensation
Committee.
Ms. King will be compensated as a non-employee director. The Company's director
compensation program is described in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on December 28, 2020.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective June 29, 2021, the Company's Board approved Amended and Restated
Bylaws (the "Bylaws"). Section 3.1 of the Bylaws has been amended to increase
the number of directors of the Company from 10 to 11. The foregoing description
of the amendment to the Bylaws is qualified in its entirety by the full text of
the Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated into this filing by reference.
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
3.1 Amended and Restated Bylaws of Franklin Resources, Inc.
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