S-8

As filed with the Securities and Exchange Commission on March 21, 2024

    Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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FRANKLIN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-2670991
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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One Franklin Parkway
San Mateo, California	94403
(Address of Principal Executive Offices)	(Zip Code)

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FRANKLIN RESOURCES, INC.

2002 UNIVERSAL STOCK INCENTIVE PLAN

(Full title of the plan)

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Beth McAuley O’Malley

Assistant Secretary

One Franklin Parkway

San Mateo, California 94403

(Name and address of agent for service)

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(650) 312-2000

(Telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     x	Accelerated filer     o
Non-accelerated filer     o	Smaller reporting company    o
	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 7(a)(2)(B) of the Securities Act.   o

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is filed by Franklin Resources, Inc. (the “Registrant”) for the purpose of registering additional shares of its common stock, par value $0.10 per share (the “Common Stock”), under the Registrant’s 2002 Universal Stock Incentive Plan (the “Plan”). The Plan was previously known as the 1998 Universal Stock Incentive Plan, until the Registrant’s stockholders approved the amendment and restatement thereof on January 25, 2001.

On December 12, 2023, the board of directors of the Registrant approved, subject to stockholder approval, the amendment and restatement of the Plan to increase the number of shares of Common Stock available for delivery thereunder by 25,000,000 shares, which amendment and restatement was approved by the stockholders of the Registrant and made effective on February 6, 2024.

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), the contents of the Registrant’s registration statements on Form S-8 filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 31, 1998 (File No. 333-70035); July 21, 1999 (File No. 333-83377); October 22, 1999 (File No. 333-89517); March 27, 2001 (File No. 333-57682); March 17, 2003 (File No. 333-103869); May 4, 2011 (File No. 333-173905); and March 19, 2021 (File No. 333-254488), including any amendments thereto, are incorporated herein by reference and made part of this Registration Statement. Any items in such registration statements not expressly changed hereby shall be as set forth in such registration statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, previously filed by the Registrant with the SEC, are hereby incorporated by reference in this Registration Statement:

(a) The Registrant’s annual report on Form 10-K for the fiscal year ended September 30, 2023, filed with the SEC on November 14, 2023;

(b) The Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2023, filed with the SEC on January 29, 2024;

(c) The Registrant’s current reports on Form 8-K, filed* by the Registrant with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the annual report on Form 10-K referred to in (a) above, including on December 13, 2023; January 29, 2024; February 8, 2024; and February 9, 2024; and

(d) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A as filed with the SEC on November 6, 1986, including any amendment or report filed with the SEC for the purpose of updating that description, including Exhibit 4.16 to the Registrant’s annual report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on November 23, 2020.

* Any report (or portion thereof) “furnished” on Form 8-K shall not be incorporated by reference.

All documents subsequently filed with the SEC by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the SEC. The Registrant’s Exchange Act file number with the SEC is 001-09318.

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Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any modified or superseded statement shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.

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Item 8. Exhibits.

Exhibit No.	Exhibit Description
4.1	Certificate of Incorporation of Registrant, as filed November 28, 1969, incorporated by reference to Exhibit (3)(i) to Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (File No. 001-09318) (the “1994 Annual Report”).
4.2	Certificate of Amendment of Certificate of Incorporation of Registrant, as filed March 1, 1985, incorporated by reference to Exhibit 3(ii) to the 1994 Annual Report.
4.3	Certificate of Amendment of Certificate of Incorporation of Registrant, as filed April 1, 1987, incorporated by reference to Exhibit 3(iii) to the 1994 Annual Report.
4.4	Certificate of Amendment of Certificate of Incorporation of Registrant, as filed February 2, 1994, incorporated by reference to Exhibit 3(iv) to the 1994 Annual Report.
4.5	Certificate of Amendment of Certificate of Incorporation of Registrant, as filed February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to Registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2004 (File No. 001-09318).
4.6	Amended and Restated Bylaws of Registrant (as adopted and effective June 29, 2021), incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on July 1, 2021 (File No. 001-09318).
5.1	Opinion of Covington & Burling LLP (filed herewith).
23.1	Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2	Consent of Covington & Burling LLP (included in Exhibit 5.1 hereto).
24.1	Power of Attorney (included as part of the signature page to this Registration Statement and incorporated herein by reference).
99.1	Franklin Resources, Inc. 2002 Universal Stock Incentive Plan (as amended and restated effective as of February 6, 2024), incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 8, 2024 (File No. 001-09318).
107	Filing Fee Table (filed herewith).

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on this 21st day of March, 2024.

FRANKLIN RESOURCES, INC.
By:	/s/ Jennifer M. Johnson
	Name:	Jennifer M. Johnson
	Title:	President and Chief Executive Officer

[Form S-8]

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennifer M. Johnson, Thomas C. Merchant and Beth McAuley O’Malley and each of them individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE	CAPACITY	DATE
/s/ Mariann Byerwalter	Director	March 21, 2024
Mariann Byerwalter
/s/ Alexander S. Friedman	Director	March 21, 2024
Alexander S. Friedman
/s/ Gregory E. Johnson	Director	March 21, 2024
Gregory E. Johnson
/s/ Jennifer M. Johnson	President, Chief Executive Officer	March 21, 2024
Jennifer M. Johnson	and Director (Principal Executive Officer)
/s/ Rupert H. Johnson, Jr.	Director	March 21, 2024
Rupert H. Johnson, Jr.
/s/ John Y. Kim	Director	March 21, 2024
John Y. Kim
/s/ Karen M. King	Director	March 21, 2024
Karen M. King
/s/ Matthew Nicholls	Executive Vice President, Chief Financial Officer and	March 21, 2024
Matthew Nicholls	Chief Operating Officer (Principal Financial Officer)
/s/ Anthony J. Noto	Director	March 21, 2024
Anthony J. Noto
/s/ Lindsey H. Oshita	Chief Accounting Officer	March 21, 2024
Lindsey H. Oshita	(Principal Accounting Officer)
/s/ John W. Thiel	Director	March 21, 2024
John W. Thiel
/s/ Seth H. Waugh	Director	March 21, 2024
Seth H. Waugh
/s/ Geoffrey Y. Yang	Director	March 21, 2024
Geoffrey Y. Yang

[Form S-8]

EX-FILING FEES

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Franklin Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 - Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.10 per share, to be issued under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan, as amended and restated effective February 6, 2024 Rules 457(c) and 457(h) 25,000,000 (3) $26.77 $669,250,000.00 0.0001476 $98,781.30 Total Offering Amounts $669,250,000.00 $98,781.30 Total Fee Offsets $0.00 Net Fee Due $98,781.30 (1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers additional shares of common stock that become issuable in respect of such securities by reason of any stock dividend, stock split, recapitalization or other similar transaction. (2)Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices of the registrant’s common stock as reported on the New York Stock Exchange on March 18, 2024. (3) Represents additional shares of the registrant’s common stock reserved for issuance under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan, as amended and restated effective February 6, 2024.

EX-5.1

Exhibit 5.1 March 21, 2024 Franklin Resources, Inc. One Franklin Parkway San Mateo, California 94403 Ladies and Gentlemen: We have acted as counsel to Franklin Resources, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”) of the offer and sale of up to 25,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Shares”), issuable under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan, as amended and restated effective February 6, 2024 (the “Plan”), pursuant to the Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on the date hereof (such registration statement is herein referred to as the “Registration Statement”). We have reviewed the Registration Statement and such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic, and that all copies of documents submitted to us conform to the originals. We have relied as to certain matters on information obtained from public officials, officers of the Company, and other sources believed by us to be responsible. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan and any individual agreements relating to such Shares, the Registration Statement and the related prospectuses, the Shares will be validly issued, fully paid and nonassessable. We are members of the bar of the State of New York. We do not express any opinion herein on any laws other than the Delaware General Corporation Law. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Covington & Burling LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Franklin Resources, Inc. of our report dated November 13, 2023, relating to the financial statements and effectiveness of internal control over financial reporting, which appears in Franklin Resources, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2023.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

March 21, 2024