3 unchanged sentences
There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s fiscal quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: On July 31, 2020, Franklin Resources, Inc.
−Removed: completed its acquisition of Legg Mason, Inc.
−Removed: (“Legg Mason”).
−Removed: Consistent with guidance issued by the SEC that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Legg Mason.
−Removed: Total assets and operating revenues of Legg Mason that were excluded from management’s assessment constitute 12% of the Company’s consolidated total assets as of September 30, 2020 and 9% of consolidated total operating revenues for the fiscal year ended September 30, 2020.
−Removed: Management’s basis for exclusion included the size and complexity of the acquired business, the timing between acquisition and fiscal year end, and expected integration plans during the fiscal year ending September 30, 2021.
Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Item 8 of Part II of this Annual Report on Form 10‑K, which is incorporated herein by reference.
1 unchanged sentence
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance.
18 unchanged sentences
Exhibits and Financial Statement Schedules.
−Removed: The financial statements filed as part of this report are listed in Item 8 of this Annual Report.
−Removed: No financial statement schedules are required to be filed as part of this report because all such schedules have been omitted.
+Added: (a)(1) The financial statements filed as part of this report are listed in Item 8 of this Annual Report.
+Added: (a)(2) No financial statement schedules are required to be filed as part of this report because all such schedules have been omitted.
Such omission has been made on the basis that information is provided in the financial statements, or in the related notes thereto, in Item 8 of this Annual Report or is not required to be filed as the information is not applicable.
−Removed: The exhibits listed on the Exhibit Index to this Annual Report are incorporated herein by reference.
+Added: (a)(3) The exhibits listed on the Exhibit Index to this Annual Report are incorporated herein by reference.
Form 10‑K Summary.
EXHIBIT INDEX
−Removed: Agreement and Plan of Merger, dated as of February 17, 2020, by and among Registrant, Legg Mason, Inc.
−Removed: and Alpha Sub, Inc., incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on February 18, 2020 (File No.
3.1 Certificate of Incorporation of Registrant, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to our Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (File No.
4 unchanged sentences
3.5 Certificate of Amendment of Certificate of Incorporation of Registrant, as filed February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to our Quarterly Report on Form 10-Q for the period ended December 31, 2004 (File No.
−Removed: Amended and Restated Bylaws of Registrant (as adopted and effective October 22, 2018), incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on October 24, 2018 (File No.
+Added: 3.6 Amended and Restated Bylaws of Registrant (as adopted and effective June 29, 2021 ), incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 1, 2021 (File No.
4.1 Indenture, dated as of May 19, 1994, between Registrant and The Bank of New York Mellon Trust Company, N.A.
19 unchanged sentences
and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to Legg Mason’s Registration Statement on Form S-3ASR filed on February 19, 2016 (File No.
−Removed: First Supplemental Indenture, dated as of March 14, 2016 (inclusive of the form of note of Legg Mason’s 6.375% Junior Subordinated Notes due 2056), between Legg Mason, Inc.
−Removed: and The Bank New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to Legg Mason’s Current Report on Form 8-K filed on March 14, 2016 (File No.
−Removed: Second Supplemental Indenture, dated as of August 8, 2016 (inclusive of the form of note of Legg Mason’s 5.45% Junior Subordinated Notes due 2056), between Legg Mason, Inc.
−Removed: and The Bank New York Mellon, as trustee, incorporated by reference to Exhibit 4.3 to Legg Mason’s Current Report on Form 8-K filed on August 8, 2016 (File No.
−Removed: Description of Registrant’s Securities (filed herewith)
+Added: 4.14 Registrant Parent Guarantee dated August 2, 2021, incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2021 (File No.
+Added: 4.15 Officer’s Certificate, dated August 12, 2021 (inclusive of the form of additional note of Registrant’s 1.600% Notes due 2030 and form of note of Registrant’s 2.950% Notes due 2051), incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on August 12, 2021 (File No.
+Added: 4.16 Description of Registrant’s Securities , incorporated by reference to Exhibit 4.16 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (File No.
10.1 Representative Form of Amended and Restated Indemnification Agreement with directors of Registrant, incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended March 31, 2006 (File No.
−Removed: Representative Forms of Notice of Restricted Stock Award and Restricted Stock Award Agreement (RSA) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant (filed herewith)**
−Removed: Representative Form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant (filed herewith)**
−Removed: 2006 Directors Deferred Compensation Plan, as amended and restated effective November 5, 2020 (filed herewith)**
+Added: 10.2 2006 Directors Deferred Compensation Plan ( as amended and restated effective November 5, 2020 ) , incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K for the fiscal year ended Se ptember 30, 2020 ( File No.
10.3 1998 Employee Stock Investment Plan (as amended and restated effective December 10, 2019), incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 12, 2020 (File No.
−Removed: 2002 Universal Stock Incentive Plan (as amended and restated effective June 14, 2017), incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (File No.
+Added: 10.4 2002 Universal Stock Incentive Plan (as amended and restated effective February 9, 2021), incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 10, 2021 (File No.
10.5 Amended and Restated Annual Incentive Compensation Plan (as amended and restated effective December 10, 2019), incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2019 (File No.
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10.7 Amended and Restated 2017 Equity Incentive Plan, incorporated by reference to Exhibit 99.1 to our Registration Statement on Form S-8 filed on October 6, 2020 (File No.
−Removed: 333-249336)**
+Added: 10.8 Deferred Compensation Fund Plan (effective November 16, 2021), incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 16, 2021 (File No.
10.9 Non-Employee Director Compensation as of February 11, 2020, incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No.
−Removed: Named Executive Officer Compensation as of October 1, 2020 (filed herewith)**
−Removed: Offer Letter, dated March 6, 2019, between Registrant and Matthew Nicholls, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2019 (File No.
+Added: 10.10 Named Executive Officer Compensation as of October 1, 2020 , incorporated by reference to Exhibit 10.11 to our An nual Report on Form 10-K for the fiscal year ended September 30, 2020 ( File No.
+Added: 10.11 Representative Forms of Notice of Restricted Stock Award and Restricted Stock Award Agreement (RSA) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (File No.
+Added: 10.12 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (File No.
+Added: 10.13 Representative Forms of Notice of Restricted Stock Award and Restricted Stock Award Agreement (RSA) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (File No.
+Added: 10.14 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (File No.
+Added: 10.15 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain time-based awards to executive officers of Registrant (filed herewith)*
+Added: 10.16 Representative Forms of Notice of Restricted Stock Unit Award and Restricted Stock Unit Award Agreement (RSU) under our 2002 Universal Stock Incentive Plan for certain performance-based awards to executive officers of Registrant (filed herewith)*
+Added: 10.17 Notice of Restricted Stock Award and Restricted Stock Award Agreement ( dated September 2, 2020 ) under our 2002 Universal Stock Incentive Plan for performance-based award to Adam B.
+Added: Spector (filed herewith)*
21 List of Subsidiaries (filed herewith)
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__________________
−Removed: Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
* Management contract or compensatory plan or arrangement
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FRANKLIN RESOURCES, INC.
−Removed: November 20, 2020
+Added: November 19, 2021 By:
/s/ Matthew Nicholls
Matthew Nicholls, Executive Vice President and Chief Financial Officer
−Removed: November 20, 2020
+Added: November 19, 2021 By:
Shaneyfelt, Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: November 20, 2020
+Added: November 19, 2021 By:
/s/ Jennifer M.
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(Principal Executive Officer)
−Removed: November 20, 2020
+Added: November 19, 2021 By:
/s/ Matthew Nicholls
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(Principal Financial Officer)
−Removed: November 20, 2020
+Added: November 19, 2021 By:
Shaneyfelt, Chief Accounting Officer
(Principal Accounting Officer)
−Removed: November 20, 2020
−Removed: Barker, Director
−Removed: November 20, 2020
+Added: November 19, 2021 By:
/s/ Mariann Byerwalter
Mariann Byerwalter, Director
−Removed: November 20, 2020
+Added: November 19, 2021 By:
+Added: /s/ Alexander S.
+Added: Friedman, Director
+Added: November 19, 2021 By:
/s/ Gregory E.
Johnson, Executive Chairman, Chairman of the Board
−Removed: November 20, 2020
+Added: November 19, 2021 By:
/s/ Rupert H.
Johnson, Jr., Vice Chairman and Director
−Removed: November 20, 2020
+Added: November 19, 2021 By:
+Added: Kim, Director
+Added: November 19, 2021 By:
+Added: King, Director
+Added: November 19, 2021 By:
/s/ Anthony J.
Noto, Director
−Removed: November 20, 2020
−Removed: Pigott, Director
−Removed: November 20, 2020
−Removed: /s/ Laura Stein
−Removed: Laura Stein, Director
−Removed: November 20, 2020
+Added: November 19, 2021 By:
+Added: Thiel, Director
+Added: November 19, 2021 By:
Waugh, Director
−Removed: November 20, 2020
+Added: November 19, 2021 By:
/s/ Geoffrey Y.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.