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): June 23, 2005
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09318 13-2670991
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Franklin Parkway, San Mateo, California 94403
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 312-3000
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 (see General Instruction A.2. below):
[ ] 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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) On June 23, 2005, the Board of Directors (the "Board") of Franklin
Resources, Inc. (the "Company") elected Ms. Laura Stein to fill one newly
created vacancy on the Board resulting from the Board's increase in the
authorized number of directors of the Company from eleven (11) directors to
twelve (12) directors, as described in Item 5.03 below. Ms. Stein is not, and
has not been, an employee of the Company. The Board affirmatively determined
that Ms. Stein was "independent" under the Company's Director Independence
Standards, as amended, and the independence requirements for directors and
members of an audit committee pursuant to both the New York Stock Exchange
Listed Company Manual and the rules for listed companies on the Pacific
Exchange, Inc. as well as the independence requirements for audit committee
members promulgated by the U.S. Securities and Exchange Commission. Accordingly,
the Board also appointed Ms. Stein to the Audit Committee of the Board on June
23, 2005. As a non-employee director on the Board with no other relationship
with the Company and its affiliates other than her prospective service to the
Company as a non-employee director, Ms. Stein will receive the same standard
compensation amounts paid to other non-employee directors for service on the
Board, which amounts have been disclosed previously in the Company's Form 8-K
filed with the U.S. Securities and Exchange Commission on December 23, 2004.
There were no arrangements or understandings between Ms. Stein and any other
person pursuant to which she was elected as a director, and there are and have
been no transactions since the beginning of the Company's last fiscal year, or
currently proposed, regarding Ms. Stein that are required to be disclosed by
Item 404(a) of Regulation S-K, except as described above.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a) The Board amended and restated the Company's Amended and Restated By-Laws
(the "By-Laws"), effective as of June 23, 2005, in order to amend Section 3.1 of
Article III of the By-Laws to reflect an increase in the authorized number of
directors of the Company from eleven (11) directors to twelve (12) directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Amended and Restated By-Laws of Franklin Resources,
Inc.
SIGNATURES
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: June 28, 2005 /s/ Barbara J. Green
--------------------
Barbara J. Green
Vice President, Deputy General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Amended and Restated By-Laws of Franklin Resources,
Inc.