-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhHKu0TTufM5jJZ33+8m/BZP4NEw4CriZJbEs6mFEBauI5ae8ykqiEGGgLg+6tyL 7431HujQGIpBxPtKhn7X9Q== 0000909518-08-000529.txt : 20080606 0000909518-08-000529.hdr.sgml : 20080606 20080606195337 ACCESSION NUMBER: 0000909518-08-000529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080604 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY STREET 2: BUILDING 920 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-312-2000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON CHARLES B CENTRAL INDEX KEY: 0000936567 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09318 FILM NUMBER: 08886861 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-312-2000 MAIL ADDRESS: STREET 1: FRANKLIN TEMPLETON INVESTMENTS STREET 2: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 4 1 johnson-charles_form4ex.xml X0202 4 2008-06-04 0 0000038777 FRANKLIN RESOURCES INC BEN 0000936567 JOHNSON CHARLES B C/O FRANKLIN RESOURCES, INC. ONE FRANKLIN PARKWAY SAN MATEO CA 94403 1 1 1 0 Chairman of the Board Common Stock, par value $.10 2008-06-04 4 J 0 2400000.0000 0 D 0 I By Limited Partnership Common Stock, par value $.10 2008-06-04 4 J 0 300.0000 0 A 272600.0000 I By Trust held by Spouse Common Stock, par value $.10 35673594.0000 D Common Stock, par value $.10 6525.2490 I By 401(k) Common Stock, par value $.10 3306117.0000 I By IRA Pro-rata distribution to its partners by a limited partnership of which the general partner is a corporation that was owned by the Reporting Person. No consideration was received in respect thereof. Distribution from a corporation previously reported by the Reporting Person, pursuant to the dissolution of the corporation and the distribution by the corporation of all of its assets to the trust as its sole shareholder. No consideration was paid in respect thereof. Trust of which the Reporting Person's spouse is the lifetime beneficiary. The Reporting Person disclaims beneficial ownership. Reporting person holds shares in Franklin Templeton Profit Sharing 401(k) Plan. Information is based on a plan statement as of March 17, 2008. Attached as Exhibit 24 hereto is a copy of a Limited Power of Attorney. /s/ Maria Gray, Attorney-in-Fact 2008-06-06 EX-24 2 mm06-0608_form4cbjohnson24.htm

Exhibit 24

 

LIMITED POWER OF ATTORNEY

FOR

SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Craig S. Tyle and Maria Gray each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

(1)       prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), with the United States Securities and Exchange Commission, any national securities exchanges and the Reporting Entity, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

(2)       seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Reporting Entity’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

(3)       perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

 

The undersigned acknowledges that:

 

(1)       this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

 

(2)       any documents prepared and/or executed by either such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

(3)       neither the Reporting Entity nor either of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

 

(4)       this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

 

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 30th day of April, 2007.

 

 

/s/  C. B. Johnson

Signature

 

 

Charles B. Johnson

Print Name

 

2

 

 

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