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): May 4, 2011

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 (see General Instruction A.2. below):

[ ] 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))

Item 8.01 Other Events.

Exhibit 99.1, which is incorporated by reference herein, is being filed for the purpose of providing an updated description of the common stock of Franklin Resources, Inc. (the “Company”). A description of the Company’s common stock is also set forth under the caption “Description of Registrant’s Securities to be Registered” contained in the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission (the “SEC”) on November 6, 1986. To the extent the description contained in Exhibit 99.1 is inconsistent with the prior description, it modifies and supersedes the prior description. The description in this Current Report will be available for incorporation by reference into certain of the Company’s filings with the SEC under the Securities Act of 1933 and the Securities Exchange Act of 1934, including registration statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit No.	Description
99.1	Description of Capital Stock

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SIGNATURES

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: May 4, 2011	By:	/s/ Maria Gray
		Name:	Maria Gray
		Title:	Vice President and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Description of Capital Stock

EX-99.1

Exhibit 99.1

DESCRIPTION OF CAPITAL STOCK

General. The authorized capital stock of Franklin Resources, Inc. (the “Company”) consists of 1,000,000,000 shares of common stock, par value $0.10 per share (the “Common Stock”), and 1,000,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”), issuable in one or more series from time to time by resolution of the Company’s Board of Directors (the “Board”). The outstanding shares of the Company’s Common Stock are fully paid and non-assessable. As of April 30, 2011, the Company had 221,871,874 shares of Common Stock, and no shares of Preferred Stock, issued and outstanding. The Common Stock is listed on the New York Stock Exchange.

Voting Rights. Holders of Common Stock are entitled to one vote for each share held of record and are vested with all of the voting power, except as the Board may provide in the future with respect to any class or series of Preferred Stock that it may authorize in the future.

Dividend Rights. Holders of Common Stock are entitled to receive dividends when, as and if declared by the Board out of any funds legally available for dividends, subject to the preferences applicable to any shares of Preferred Stock outstanding at the time.

No Preemptive, Conversion or Redemption Rights; No Sinking Fund Provisions. Shares of Common Stock are not redeemable and have no subscription, conversion or preemptive rights. There are no sinking fund provisions.

Right to Receive Liquidation Distributions. Holders of Common Stock are entitled, upon liquidation, to share ratably in all assets remaining after payment of liabilities.

Rights of Preferred Stock. The Board may by resolution issue Preferred Stock from time to time in one or more series. Such series shall be of equal rank with such different series, designations, preferences and other relative participating, optional or other special rights, and qualifications, limitations and restrictions thereof, and be subject to redemption at such time or times and at such price or prices, and entitle the holders to receive dividends at such rates, on such conditions and at such times, and cumulative or non cumulative, and entitle the holders to such rates upon the dissolution of, or upon any distribution of the assets of, the Company, and be convertible into, or exchangeable for, shares of any class or classes or any other series, at such price or prices or at such rate or rates of exchange and with such adjustments as shall be adopted by the Board.

Anti-Takeover Effects of the Certificate of Incorporation and Bylaws. The provisions of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Amended and Restated Bylaws (the “Bylaws”) described below may have the effect of delaying, deferring or preventing a change in control of the Company:

• Board may adopt, amend or repeal bylaws without stockholder approval;

• the Bylaws specify advanced notice procedures that stockholders must follow in order to bring business at an annual or special meeting of stockholders;

• the Bylaws limit the ability to call special meetings of stockholders to the Board or the Chairman of the Board;

• vacancies on the Board can filled by a majority vote of the Board;

• the Board is authorized to issue Preferred Stock without stockholder approval; and

• the Certificate of Incorporation generally provides that the Company will indemnify, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), officers, directors, employees and agents from and against

expenses and liabilities in connection with proceedings resulting from their services to the Company.

In addition, the Company is incorporated in Delaware and is thus subject to the provisions of the DGCL, including Section 203 of the DGCL regarding business combinations with an interested stockholder.

Transfer Agent and Registrar. The transfer agent, registrar and dividend disbursing agent for the Common Stock is BNY Mellon Shareowner Services.