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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, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: On January 1, 2024, Franklin Resources, Inc.
+Added: completed the acquisition of Putnam Investments (“Putnam”).
+Added: 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 for one year following the acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Putnam.
+Added: Putnam represents approximately 8% of the Company’s consolidated total operating revenues for the fiscal year ended September 30, 2024.
+Added: Putnam assets, excluding associated goodwill and intangible assets, represent approximately 4% of the Company’s consolidated total assets, as of September 30, 2024.
+Added: The recognition of goodwill and intangible assets is covered by our internal controls over business combinations, which were included in management's assessment of the effectiveness of the Company's internal control over financial reporting as of September 30, 2024.
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.
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Other Information.
+Added: Rule 10b5-1 Trading Plans
+Added: During the fiscal quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of Franklin adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ” as each term is defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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Franklin has adopted a Code of Ethics and Business Conduct (the “Code of Ethics”) that applies to Franklin ’ s principal executive officer, principal financial officer, principal accounting officer, controller, and any persons performing similar functions, as well as all directors, officers and employees of Franklin and its subsidiaries and affiliates.
−Removed: The Code of Ethics is posted on our website at www.franklinresources.com under “Corporate Governance.” A copy of the Code of Ethics is available in print free of charge to any stockholder who requests a copy.
+Added: A copy of the Code of Ethics is filed as an exhibit to this Annual Report and is posted on our website at www.franklinresources.com under “Corporate Governance.” A copy of the Code of Ethics is available in print free of charge to any stockholder who requests a copy.
Interested parties may address a written request for a printed copy of the Code of Ethics to:
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We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver from, a provision of the Code of Ethics for Franklin’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.
+Added: Insider Trading Policy.
+Added: Franklin has adopted an insider Trading Blackout Policy (the “Trading Blackout Policy”) that applies to all designated executive officers, directors, employees and temporary employees of Franklin and our subsidiaries and affiliates.
+Added: The Trading Blackout Policy is designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of Franklin’s securities, as well as the applicable rules and regulations of the New York Stock Exchange.
+Added: The Trading Blackout Policy addresses the implementation of certain trading blackout periods in Franklin’ securities (including common stock, debt, options and other related derivative securities) for covered persons.
+Added: A copy of the Trading Blackout Policy is filed as an exhibit to this Annual Report.
The other information required by this Item 10 is incorporated by reference from the information to be provided under the sections titled “Proposal No.
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The information required by this Item 11 is incorporated by reference from the information to be provided under the sections of our 2025 Proxy Statement titled “Director Fees,” “Compensation Discussion and Analysis” and “Executive Compensation.”
+Added: For the quarter ended March 31, 2024, Franklin revised the comparative prior period amounts included in the consolidated statements of income, consolidated statements of stockholders’ equity, consolidated statements of cash flows, and related footnote disclosures.
+Added: Franklin determined this did not result in a material misstatement to its previously issued consolidated financial statements, and that there was no impact on operating income, net income attributable to Franklin, earnings per share, total assets, total liabilities, retained earnings, total shareholders’ equity, or the financial results attributable to Franklin’s shareholders.
+Added: Franklin concluded that there was no erroneously awarded executive compensation requiring recovery under Franklin’s Executive Compensation Clawback Policy because the revised prior period amounts did not impact any metric used in determining executive compensation.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.1 to Legg Mason’s Current Report on Form 8-K filed on June 26, 2014 (File No.
−Removed: 4.10 Third Supplemental Indenture, dated as of June 26, 2014 (inclusive of the form of note of Legg Mason’s 3.950% Senior Notes due 2024), between Legg Mason, Inc.
−Removed: and The Bank of New York Mellon, as trustee, incorporated by reference to Exhibit 4.2 to Legg Mason’s Current Report on Form 8-K filed on June 26, 2014 (File No.
4.10 Fourth Supplemental Indenture, dated as of March 22, 2016 (inclusive of the form of note of Legg Mason’s 4.750% Senior Notes due 2026), between Legg Mason, Inc.
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10.1 Credit Agreement, dated as of July 25, 2023, between Registrant, as borrower, the financial institutions from time to time party thereto, as lenders, and Bank of America, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 28, 2023 (File No.
−Removed: 10.2 Non-Employee Director Compens ation as of October 18, 2023 (filed here w ith)*
+Added: 10.2 Non-Employee Director Compensation as of October 21 , 202 4 (filed her e with)*
10.3 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.
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10.8 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: 10.9 2023 Restricted Fund Unit Plan (effective October 18, 2023) (filed herewith)*
−Removed: 10.10 Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective August 15, 2023) (filed herewith)*
+Added: 10.9 2023 Restricted Fund Unit Plan (effective October 18, 2023) , incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
+Added: 10.10 Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective August 15, 2023) , incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
10.11 Legg Mason, Inc.
−Removed: Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective October 6, 2023) (filed herewith)*
−Removed: 10.12 ClearBridge Investments, LLC Deferred Incentive Plan (as amended and restated effective February 10, 2023) (filed herewith)*
−Removed: 10.13 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)*
−Removed: 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 (filed herewith)*
+Added: Amended and Restated Deferred Compensation Fund Plan (as amended and restated effective October 6, 2023), incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
+Added: 10.12 ClearBridge Investments, LLC Deferred Incentive Plan (as amended and restated effective February 10, 2023) , incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
+Added: 10.13 Representative Form of Restrictive Covenants to Award Agreement for certain awards to executive officers of Registrant (filed herewith)*
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 time-based awards to executive officers of Registrant, incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No.
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10.17 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 10.14 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (File No.
+Added: 10.18 Code of Ethics and Business Conduct dated as of October 21, 2024 (filed herewith)
+Added: 10.19 Trading Blackout Policy dated as of December 11, 2012 (filed herewith)
21 List of Subsidiaries (filed herewith)
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Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
−Removed: 97.1 Executive Compensation Clawback Policy of Registrant, incorporated by reference to Exhibit 10.1 to our Current Re port on Form 8-K filed on October 24, 2023 (File No.
+Added: 97.1 Executive Compensation Clawback Policy of Registrant, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 24, 2023 (File No.
101 The following materials from Registrant’s Annual Report on Form 10‑K for the fiscal year ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL), include:
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/s/ Matthew Nicholls
−Removed: Matthew Nicholls, Executive Vice President, Chief Financial Officer and Chief Operating Officer
+Added: Matthew Nicholls, Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
November 12, 2024 By:
−Removed: Shaneyfelt, Chief Accounting Officer
+Added: /s/ Lindsey H.
+Added: Oshita, Chief Accounting Officer (Principal 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:
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November 12, 2024 By:
−Removed: Shaneyfelt, Chief Accounting Officer
−Removed: (Principal Accounting Officer)
+Added: /s/ Lindsey H.
+Added: Oshita, Chief Accounting Officer (Principal Accounting Officer)
November 12, 2024 By:
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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.