FRANKLIN RESOURCES, INC. (NYSE:BEN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)Bylaw Amendments
On October 23, 2017, the Board of Directors of Franklin Resources, Inc. (the “Company”) approved an amendment to, and restatement of, the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of such date, to incorporate a “proxy access” provision. The proxy access provision allows eligible stockholders who comply with the requirements set forth in the Bylaws to include their own nominees for director in the Company’s proxy statement along with candidates nominated by the Board.
Section2.3(b) of the Bylaws permits an eligible stockholder, or a group of up to twenty (20)eligible stockholders, owning three percent (3%) or more of the outstanding capital stock of the Company continuously for at least three (3)years, to nominate the greater of two or twenty percent (20%) of the number of directors then in office; provided that the stockholder or group and each nominee satisfy the eligibility, procedural and disclosure requirements for proxy access as specified in the Bylaws.
The foregoing description of the amendment to the Company’s Bylaws is qualified in its entirety by the full text of the Amended and Restated Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The exhibit listed on the Exhibit Index is incorporated herein by reference.
FRANKLIN RESOURCES INC ExhibitEX-3.1 2 exhibit31102317.htm EXHIBIT 3.1 Exhibit EXHIBIT 3.1AMENDED AND RESTATEDBYLAWSOFFRANKLIN RESOURCES,…To view the full exhibit click here
About FRANKLIN RESOURCES, INC. (NYSE:BEN)
Franklin Resources, Inc. is a holding company. The Company, along with its subsidiaries, operates as Franklin Templeton Investments. It is a global investment management company that provides investment management and related services to retail, institutional and high net-worth clients in jurisdictions around the world. The Company offers its investment products and services under the Franklin, Templeton, Franklin Mutual Series, Franklin Bissett, Fiduciary Trust, Darby, Balanced Equity Management, K2 and LibertyShares brand names. Its products include investment funds and institutional, high net-worth and separately managed accounts (collectively, sponsored investment products (SIPs)). It offers various types of SIPs, such as the United States funds, cross-border funds, local/regional funds, and other managed accounts, alternative investment products and trusts. Its investment funds include the United States-registered funds, non-United States-registered funds and unregistered funds.