8-K

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): March 12, 2019

FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-09318	13-2670991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Franklin Parkway, San Mateo, California 94403

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 312-2000

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:

[  ]  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Departure of Officer

On March 12, 2019, Kenneth A. Lewis, Executive Vice President and Chief Financial Officer of Franklin Resources, Inc. (the “Company”), notified the Company of his retirement from his position as Executive Vice President and Chief Financial Officer of the Company effective as of May 6, 2019. He plans to serve in an advisory capacity through a period of transition.

Appointment of Officer

On March 13, 2019, Matthew Nicholls was appointed Executive Vice President and Chief Financial Officer of the Company, effective as of May 6, 2019. Mr. Nicholls, 46 years of age, has been employed by Citigroup, Inc. since 1995. Since 2017, he was the Managing Director, Global Head of Financial Institutions, Corporate/Finance Banking, and Global Head of Asset Management, Corporate and Investment Banking. From 2014 to 2017, he was Managing Director, Co-Head, Financial Institutions Corporate and Investment Banking, North America, and Global Head of Asset Management.

Mr. Nicholls initially will receive compensation including an annual base salary of $525,000, an annual bonus of $2.6 million, a restricted stock grant valued at $1.5 million, a long term performance award of $375,000, relocation expenses estimated at up to $179,200, and generally will be able to participate in the Company’s benefit plans.

On March 18, 2019, the Company issued the attached press release announcing the retirement of Mr. Lewis and the appointment of Mr. Nicholls.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

The exhibit listed on the Exhibit Index is incorporated herein by reference.

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated March 18, 2019 issued by Franklin Resources, Inc.

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SIGNATURE

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:	March 18, 2019	/s/ Maria Gray
		Name:	Maria Gray
		Title:	Vice President and Secretary

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EX-99.1

EXHIBIT 99.1

Contact:	Franklin Resources, Inc.
	Investor Relations: Brian Sevilla (650) 312-4091
	Media Relations: Matt Walsh (650) 312-2245
	investors.franklinresources.com

FOR IMMEDIATE RELEASE

Franklin Resources, Inc. Appoints Matthew Nicholls as Chief Financial Officer;

30-Year Veteran Ken Lewis to Retire from the Company

San Mateo, CA, March 18, 2019 – Franklin Resources, Inc. (the “Company”) [NYSE: BEN] today announced the appointment of Matthew Nicholls as executive vice president and chief financial officer, effective May 6, 2019. The Company’s Board of Directors approved the appointment unanimously.

Nicholls will report to Greg Johnson, chairman and CEO of Franklin Resources, Inc., and join Franklin Templeton’s Executive Committee, a small group of the Company’s top leaders responsible for shaping overall strategy. He will be based at global headquarters in San Mateo, California, and manage a global team of finance professionals.

Nicholls will succeed Ken Lewis, who will retire from the Company as CFO on May 6, 2019. After serving as CFO since 2006 and a 30-year tenure with the Company, Lewis has decided to leave the Company to spend time on other interests. He plans to serve in an advisory capacity through a period of transition.

“With more than two decades of banking experience in global asset management, including an excellent track record in executing strategic acquisitions, Matthew Nicholls is uniquely positioned to help drive our business forward,” said Johnson. “Our strong financial discipline has enabled us to actively invest in strategic growth initiatives through acquisitions of new businesses, talent and technology. Matthew’s fresh perspective and well-rounded expertise will be invaluable as we seek to best position our firm for the future during this time of accelerated evolution in the asset management business.”

Nicholls most recently was a managing director and global head, corporate and investment banking, for the asset management industry in the Financial Institutions Group at Citigroup based in New York. He has been a leading advisor to several asset managers for many years and has worked on a number of recent strategic transactions in the sector across key geographic regions. In his tenure at Citigroup, Nicholls also held other leadership positions within the firm’s Financial Institutions Group, including as the global corporate banking head and North America head of corporate and investment banking. His earlier experience includes work in risk and capital management, corporate finance and transaction banking. He began his career at Citigroup in 1995 and earned his Bachelor of Science degree from Royal Holloway College, University of London.

Nicholls said, “It’s a transformative time for the asset management industry, and I’m excited to join the executive team at Franklin Templeton, a premier brand with one of the largest global footprints in the business and strong financial flexibility. I look forward to collaborating with the firm’s leadership team and its Board of Directors to capitalize on the significant opportunities I see ahead.”

Johnson added, “I will miss Ken as a trusted advisor who always kept the interests of our investors top of mind. Under his leadership, the Company has maintained its long history of fiscal discipline by thoughtfully managing expenses, while strategically investing in our core business and growth initiatives. Ken has developed a strong team of dedicated finance professionals who will be a tremendous asset to Matthew in his new role. We thank Ken for his many years of dedicated service and significant contributions to the firm and wish him well in his retirement.”

Lewis joined the Company in 1989 and was originally part of the Templeton organization prior to its acquisition by Franklin Resources in 1992. He has been involved with almost all of the Company’s major financial transactions since then including the most recent acquisition of Benefit Street Partners.

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About Franklin Templeton

Franklin Resources, Inc. [NYSE: BEN] is a global investment management organization operating as Franklin Templeton. Franklin Templeton’s goal is to deliver better outcomes by providing global and domestic investment management to retail, institutional and sovereign wealth clients in over 170 countries. Through specialized teams, the Company has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. The Company’s more than 600 investment professionals are supported by its integrated, worldwide team of risk management professionals and global trading desk network. With employees in over 30 countries, the California-based company has more than 70 years of investment experience and over $714 billion in assets under management as of February 28, 2019. For more information, please visit investors.franklinresources.com.

Forward-Looking Statements

The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward-looking statements. Any forward-looking statements herein are made only as of the date of this press release, and the Company assumes no obligation to update any information or forward-looking statement contained herein, except as required to be disclosed by law.

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