Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 13, 2021, the Compensation Committee of the Board of Directors of Franklin Resources, Inc. (the "Company") approved certain restricted stock unit awards under the Company's 2002 Universal Stock Incentive Plan, as amended, to the below named executive officers ("NEOs") of the Company for whom disclosure was required in the Company's most recent 2021 proxy statement filing, in the amount of units set forth opposite each NEO's name in the table below:

Name and Principal Position                                Restricted Stock Units
Jennifer M. Johnson                                                5,429
President and Chief Executive Officer
Matthew Nicholls                                                    918

Executive Vice President and Chief Financial Officer Gregory E. Johnson

                                                 8,958
Executive Chairman and Chairman of the Board
Craig S. Tyle                                                       950
Executive Vice President and General Counsel
Jed A. Plafker                                                     5,429
Executive Vice President

The above awards were granted to replace the number of restricted stock units forfeited and cancelled under certain performance-based restricted stock unit awards previously granted to each of the NEOs in 2018 (or 2019 for Mr. Nicholls) that would have vested in 2021 had such prior awards excluded certain material, one-time expenses (such as acquisition costs) from the applicable operating margin performance criteria. Expenses of this type were excluded from the operating margin performance criteria for subsequently issued performance-based awards. The awards listed above are subject to service-based vesting with a vesting date of December 1, 2022.

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