Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders of Legg Mason, Inc. (the "Company") was held on May 15, 2020. On April 14, 2020, the record date for stockholders entitled to notice of, and to vote at, the special meeting, 88,065,952 common shares of the Company were outstanding. The holders of 67,230,451 common shares of the Company were present at the special meeting, either virtually or represented by proxy, constituting a quorum. Set forth below are the final voting results for each of the proposals.




Proposal 1:  Vote to approve the merger of Alpha Sub, Inc. (which we refer to as
             "Merger Sub"), a Maryland corporation and wholly-owned subsidiary of
             Franklin Resources, Inc., a Delaware corporation (which we refer to
             as "Franklin") with and into the Company (which we refer to as the
             "merger"), with the Company surviving the merger as a wholly-owned
             subsidiary of Franklin, and the other transactions contemplated by
             the Agreement and Plan of Merger (which, as amended or supplemented
             from time to time, we refer to as the "merger agreement"), dated
             February 17, 2020, by and among the Company, Franklin, and Merger
             Sub.

The stockholders approved the merger and the other transactions contemplated by the merger agreement as follows:



For              66,767,197
Against              60,043
Abstain             403,211
Broker Non- Vote          0

Proposal 2: Advisory vote to approve the compensation that may be paid or become


             payable to Legg Mason, Inc.'s named executive officers that is based
             on or otherwise relates to the merger and the other transactions
             contemplated by the merger agreement.

The stockholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to Legg Mason, Inc.'s named executive officers that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement as follows:



For              64,336,146
Against           2,414,636
Abstain             479,669
Broker Non- Vote          0

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Proposal 3:  Vote to adjourn the special meeting to a later date or time, if
             necessary or appropriate, to solicit additional proxies in favor of
             the proposal to approve the merger and the other transactions
             contemplated by the merger agreement if there are insufficient votes
             at the time of the special meeting to approve the merger and the
             other transactions contemplated by the merger agreement.

The adjournment proposal was rendered moot in light of the approval of Proposal 1 and Proposal 2.

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