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FRANKLIN RESOURCES INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and FRANKLIN RESOURCES INC.’s Form 8-K, filed February 8, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 13Ballot items
  • 120Asset managers
  • 6,932Fund votes
  • February 6, 2024Meeting date

Results at a glance

Meeting of February 6, 2024: 13 items on FRANKLIN RESOURCES INC.’s Form 8-K, filed February 8, 2024: 11 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore FRANKLIN RESOURCES INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by FRANKLIN RESOURCES INC.

These tallies are FRANKLIN RESOURCES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 8, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

FRANKLIN RESOURCES INC. — official shareholder meeting results, meeting held February 6, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Mariann Byerwalter 409,038,3705,723,416172,643 --31,658,494 99%Elected—
Elect Director: Alexander S. Friedman 408,155,2646,581,895197,270 --31,658,494 98%Elected—
Elect Director: Gregory E. Johnson 409,317,7675,515,510101,152 --31,658,494 99%Elected—
Elect Director: Jennifer M. Johnson 412,552,6012,237,024144,804 --31,658,494 99.4%Elected—
Elect Director: Rupert H. Johnson, Jr. 412,453,0082,327,094154,327 --31,658,494 99.4%Elected—
Elect Director: John Y. Kim 369,136,55345,607,735190,141 --31,658,494 89%Elected—
Elect Director: Karen M. King 370,326,63444,428,939178,856 --31,658,494 89%Elected—
Elect Director: Anthony J. Noto 408,496,2636,520,957187,209 --31,658,494 98%Elected—
Elect Director: John W. Thiel 369,864,38344,754,850315,196 --31,658,494 89%Elected—
Elect Director: Seth H. Waugh 356,174,43358,571,677188,319 --31,658,494 86%Elected—
Elect Director: Geoffrey Y. Yang 360,525,57354,217,693191,163 --31,658,494 87%Elected—
2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024 440,402,6796,040,640149,604 ---- 99%Approved—
3. To approve an amendment and restatement of the 2002 Universal Stock Incentive Plan 355,773,46458,840,097320,868 --31,658,494 86%Approved—

Source: FRANKLIN RESOURCES INC., Form 8-K, filed with the SEC on February 8, 2024 — read the filing on EDGAR.

How asset managers voted at the FRANKLIN RESOURCES INC. 2023-2024 meeting

Each item below shows how the 120 asset managers that disclosed a FRANKLIN RESOURCES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Alexander S. Friedman

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 408,155,264AGAINST: 6,581,895
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Alexander S. Friedman

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Alexander S. Friedman”): 408,155,264 for, 6,581,895 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 118,822,332 for, 89,529 against, 14,089 abstained, 20 not voted.

FOR
FOR: 118,822,332AGAINST: 89,529ABSTAIN: 14,089NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,212,2571,883 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust357,9910 00For
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

2. Elect Director: Anthony J. Noto

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 408,496,263AGAINST: 6,520,957
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Anthony J. Noto

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Anthony J. Noto”): 408,496,263 for, 6,520,957 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 118,825,336 for, 89,529 against, 11,085 abstained, 20 not voted.

FOR
FOR: 118,825,336AGAINST: 89,529ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,212,2571,883 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust357,9910 00For
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

3. Elect Director: Geoffrey Y. Yang

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 360,525,573AGAINST: 54,217,693
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Geoffrey Y. Yang

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Geoffrey Y. Yang”): 360,525,573 for, 54,217,693 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 87% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 100,460,641 for, 18,454,224 against, 11,085 abstained, 20 not voted.

FORAGAINST
FOR: 100,460,641AGAINST: 18,454,224ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,283,10433,800 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,203,41810,722 00For
ProShares07,124,117 00Against
Fidelity5,553,86088,317 00For
Invesco4,290,1500 00For
First Trust02,331,148 00Against
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional01,596,964 00Against
WisdomTree01,238,842 00Against
ALPS ETF Trust0848,331 00Against
TIAA0822,126 00Against
Victory Capital0713,171 00Against
Goldman Sachs0373,139 00Against
Amplify ETF Trust25,033332,958 00Mixed
Jackson National51,269265,243 00Mixed
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable287,7421,569 00For
John Hancock0283,049 00Against
Lincoln Financial250,10231,692 00Mixed
American Century0273,017 00Against
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

4. Elect Director: Gregory E. Johnson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 409,317,767AGAINST: 5,515,510
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Gregory E. Johnson

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Gregory E. Johnson”): 409,317,767 for, 5,515,510 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 118,371,386 for, 543,479 against, 11,085 abstained, 20 not voted.

FOR
FOR: 118,371,386AGAINST: 543,479ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,212,9421,198 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust25,033332,958 00Mixed
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

5. Elect Director: Jennifer M. Johnson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 412,552,601AGAINST: 2,237,024
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Jennifer M. Johnson

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Jennifer M. Johnson”): 412,552,601 for, 2,237,024 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 118,902,487 for, 12,378 against, 11,085 abstained, 20 not voted.

FOR
FOR: 118,902,487AGAINST: 12,378ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,212,9421,198 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust357,9910 00For
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

6. Elect Director: John W. Thiel

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 369,864,383AGAINST: 44,754,850
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : John W. Thiel

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: John W. Thiel”): 369,864,383 for, 44,754,850 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 101,437,952 for, 17,476,913 against, 11,085 abstained, 20 not voted.

FORAGAINST
FOR: 101,437,952AGAINST: 17,476,913ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,283,10433,800 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,203,41810,722 00For
ProShares07,124,117 00Against
Fidelity5,553,86088,317 00For
Invesco4,290,1500 00For
First Trust02,331,148 00Against
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional01,596,964 00Against
WisdomTree01,238,842 00Against
ALPS ETF Trust0848,331 00Against
TIAA822,1260 00For
Victory Capital0713,171 00Against
Goldman Sachs0373,139 00Against
Amplify ETF Trust25,033332,958 00Mixed
Jackson National51,269265,243 00Mixed
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable287,7421,569 00For
John Hancock0283,049 00Against
Lincoln Financial250,10231,692 00Mixed
American Century0273,017 00Against
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

7. Elect Director: John Y. Kim

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 369,136,553AGAINST: 45,607,735
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : John Y. Kim

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: John Y. Kim”): 369,136,553 for, 45,607,735 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 101,400,364 for, 17,514,501 against, 11,085 abstained, 20 not voted.

FORAGAINST
FOR: 101,400,364AGAINST: 17,514,501ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,283,10433,800 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,203,41810,722 00For
ProShares07,124,117 00Against
Fidelity5,553,86088,317 00For
Invesco4,290,1500 00For
First Trust02,331,148 00Against
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional01,596,964 00Against
WisdomTree01,238,842 00Against
ALPS ETF Trust0848,331 00Against
TIAA822,1260 00For
Victory Capital0713,171 00Against
Goldman Sachs0373,139 00Against
Amplify ETF Trust25,033332,958 00Mixed
Jackson National51,269265,243 00Mixed
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable287,7421,569 00For
John Hancock0283,049 00Against
Lincoln Financial250,10231,692 00Mixed
American Century0273,017 00Against
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

8. Elect Director: Karen M. King

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 370,326,634AGAINST: 44,428,939
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Karen M. King

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Karen M. King”): 370,326,634 for, 44,428,939 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 101,434,948 for, 17,479,917 against, 11,085 abstained, 20 not voted.

FORAGAINST
FOR: 101,434,948AGAINST: 17,479,917ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,283,10433,800 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,203,41810,722 00For
ProShares07,124,117 00Against
Fidelity5,553,86088,317 00For
Invesco4,290,1500 00For
First Trust02,331,148 00Against
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional01,596,964 00Against
WisdomTree01,238,842 00Against
ALPS ETF Trust0848,331 00Against
TIAA822,1260 00For
Victory Capital0713,171 00Against
Goldman Sachs0373,139 00Against
Amplify ETF Trust25,033332,958 00Mixed
Jackson National51,269265,243 00Mixed
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable287,7421,569 00For
John Hancock0283,049 00Against
Lincoln Financial250,10231,692 00Mixed
American Century0273,017 00Against
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

9. Elect Director: Mariann Byerwalter

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 409,038,370AGAINST: 5,723,416
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Mariann Byerwalter

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Mariann Byerwalter”): 409,038,370 for, 5,723,416 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 118,831,437 for, 83,428 against, 11,085 abstained, 20 not voted.

FOR
FOR: 118,831,437AGAINST: 83,428ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,212,2571,883 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust357,9910 00For
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

10. Elect Director: Rupert H. Johnson, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 412,453,008AGAINST: 2,327,094
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Rupert H. Johnson, Jr.

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Rupert H. Johnson, Jr.”): 412,453,008 for, 2,327,094 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 118,905,491 for, 9,374 against, 11,085 abstained, 20 not voted.

FOR
FOR: 118,905,491AGAINST: 9,374ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,212,9421,198 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust357,9910 00For
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

11. Elect Director: Seth H. Waugh

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%AGAINST
FOR: 356,174,433AGAINST: 58,571,677
Details: description as filed, official tally, votes by 116 asset managers

Description as filed by funds: 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. : Seth H. Waugh

FRANKLIN RESOURCES INC.’s own tally for this item (“Elect Director: Seth H. Waugh”): 356,174,433 for, 58,571,677 against, per its Form 8-K filed February 8, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the 11 nominees for director was elected, and the voting results are set forth below:”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 116 asset managers below reported 90,536,498 for, 28,378,367 against, 11,085 abstained, 20 not voted.

FORAGAINST
FOR: 90,536,498AGAINST: 28,378,367ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To elect 11 directors to the Board to hold office until the next annual meeting of stockholders or until that ” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,283,10433,800 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,203,41810,722 00For
ProShares07,124,117 00Against
Fidelity73,2315,568,946 00Against
Invesco04,290,150 00Against
First Trust02,331,148 00Against
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional01,596,964 00Against
WisdomTree01,238,842 00Against
ALPS ETF Trust0848,331 00Against
TIAA0822,126 00Against
Victory Capital0713,171 00Against
Goldman Sachs0373,139 00Against
Amplify ETF Trust25,033332,958 00Mixed
Jackson National51,269265,243 00Mixed
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable115,664173,647 00Mixed
John Hancock0283,049 00Against
Lincoln Financial250,10231,692 00Mixed
American Century0273,017 00Against
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 116 asset managers. See all 116 in the interactive database.

12. 3. To approve an amendment and restatement of the 2002 Universal Stock Incentive Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

86% Approved · of votes cast

FOR 86%AGAINST
FOR: 355,773,464AGAINST: 58,840,097
Details: description as filed, official tally, votes by 120 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN.

FRANKLIN RESOURCES INC.’s own tally for this item (“3. To approve an amendment and restatement of the 2002 Universal Stock Incentive Plan”): 355,773,464 for, 58,840,097 against — passed, per its Form 8-K filed February 8, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Amended and Restated 2002 Universal Stock Incentive Plan was approved, and the voting results are set forth below:”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 120 asset managers below reported 94,896,136 for, 24,033,538 against, 11,085 abstained, 20 not voted.

FORAGAINST
FOR: 94,896,136AGAINST: 24,033,538ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN.” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,283,10433,800 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,203,41810,722 00For
ProShares07,124,117 00Against
Fidelity135,5485,506,629 00Against
Invesco4,290,1500 00For
First Trust02,331,148 00Against
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional01,596,964 00Against
WisdomTree01,238,842 00Against
ALPS ETF Trust0848,331 00Against
TIAA0822,126 00Against
Victory Capital0713,171 00Against
Goldman Sachs0373,139 00Against
Amplify ETF Trust25,033332,958 00Mixed
Jackson National51,269265,243 00Mixed
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable287,7421,569 00For
John Hancock0283,049 00Against
Lincoln Financial250,10231,692 00Mixed
American Century0273,017 00Against
Six Circles Trust245,1430 00For
T. Rowe Price0207,758 00Against

Showing the 25 largest of 120 asset managers. See all 120 in the interactive database.

13. 2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%
FOR: 440,402,679AGAINST: 6,040,640
Details: description as filed, official tally, votes by 118 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024.

FRANKLIN RESOURCES INC.’s own tally for this item (“2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024”): 440,402,679 for, 6,040,640 against — passed, per its Form 8-K filed February 8, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of PricewaterhouseCoopers LLP was ratified, and the voting results are set forth below:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 118,342,878 for, 582,847 against, 11,085 abstained, 20 not voted.

FOR
FOR: 118,342,878AGAINST: 582,847ABSTAIN: 11,085NOT VOTED: 20
Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public account” at FRANKLIN RESOURCES INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard33,316,9040 00For
Capital Group26,435,3800 00For
BlackRock14,887,1190 00For
State Street10,213,0431,097 00For
ProShares7,124,1170 00For
Fidelity5,642,1770 00For
Invesco4,290,1500 00For
First Trust2,331,1480 00For
Charles Schwab1,857,4120 00For
CITY NATIONAL ROCHDALE FUNDS1,802,5080 00For
Dimensional1,596,9640 00For
WisdomTree1,238,8420 00For
ALPS ETF Trust848,3310 00For
TIAA822,1260 00For
Victory Capital713,1710 00For
Goldman Sachs373,1390 00For
Amplify ETF Trust25,033332,958 00Mixed
Jackson National316,5120 00For
MASTER INVESTMENT PORTFOLIO305,9720 00For
Equitable289,3110 00For
John Hancock283,0490 00For
Lincoln Financial281,7940 00For
American Century273,0170 00For
Six Circles Trust245,1430 00For
T. Rowe Price207,7580 00For

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Largest FRANKLIN RESOURCES INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 523,967,899 shares outstanding at the time of that meeting.

Fund voting reports: top FRANKLIN RESOURCES INC. shareholders by shares voted on “TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN.”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 6.36%
2Capital Group 5.05%
3BlackRock 2.84%
4State Street 1.95%
5ProShares 1.36%
6Fidelity 1.08%
7Invesco 0.82%
8First Trust 0.44%
9Charles Schwab 0.35%
10CITY NATIONAL ROCHDALE FUNDS 0.34%
Institutional-manager reports: top FRANKLIN RESOURCES INC. shareholders by shares voted on “TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN.”, 2023-2024
#Asset manager % of shares outstanding
1Regime de rentes du Mouvement Desjardins <0.01%
2Keel Point, LLC <0.01%
3GRIMES & COMPANY, INC. <0.01%

Reported FRANKLIN RESOURCES INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

FRANKLIN RESOURCES INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 7.11% 13F
BlackRock 5.41% 13F
State Street 4.15% 13F
Franklin Resources, Inc. 2.59% 13D
Invesco 1.41% 13F
Geode Capital 1.30% 13F
Goldman Sachs 1.27% 13F
Morgan Stanley 1.19% 13F
BNY Mellon 0.74% 13F
Dimensional Fund Advisors 0.60% 13F

Percentages above are of 523,967,899 shares outstanding, as reported by FRANKLIN RESOURCES INC. on its Form 10-Q dated December 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from FRANKLIN RESOURCES INC.’s 10-Q dated December 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At FRANKLIN RESOURCES INC.'s shareholder meeting held February 6, 2024, in the 2023-2024 proxy season, 120 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 6,932 separate fund positions. On the most widely held item on that ballot — TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN. — FRANKLIN RESOURCES INC.'s filing reports the proposal as approved, with 86% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: FRANKLIN RESOURCES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on February 8, 2024.

FRANKLIN RESOURCES INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.