PART IIIItem 10. Directors, Executive Officers and Corporate Governance.The information required by this Item 10 with respect to executive officers of the Company iscontained at the end of Part I of this Form 10-K under the heading “Executive Officers of the Registrant”.Code of Ethics. The Company has adopted a Code of Ethics and Business Conduct (the “Code ofEthics”) that applies to the Company’s principal executive officer, principal financial officer, principalaccounting officer, controller, and any persons performing similar functions, as well as all directors, officersand employees of the Company and its subsidiaries and affiliates. The Code of Ethics is posted on theCompany’s website at www.franklinresources.com under “Corporate Governance” on the “Our Company”page. A copy of the Code of Ethics is available in print free of charge to any stockholder who requests acopy. Interested parties may address a written request for a printed copy of the Code of Ethics to: Secretary,Franklin Resources, Inc., One Franklin Parkway, San Mateo, California 94403-1906. The Company intendsto satisfy the disclosure requirement regarding any amendment to, or a waiver from, a provision of the Codeof Ethics for the Company’s principal executive officer, principal financial officer, principal accountingofficer or controller, or persons performing similar functions, by posting such information on its website.The other information required by this Item 10 is incorporated by reference from the informationprovided under the sections entitled “Proposal No.1 Election of Directors–Nominees”, “Proposal No. 1Election of Directors–Information about the Board and its Committees–The Audit Committees” and“Proposal No. 1 Election of Directors–Section 16(a) Beneficial Ownership Reporting Compliance” from theCompany’s definitive proxy statement for its annual meeting of stockholders (“2010 Proxy Statement”) tobe filed with the SEC within 120 days after September 30, 2009.NYSE Annual Certification Disclosure. In March 2009, the annual certification required bySection 303A.12(a) of the NYSE Listed Company Manual was submitted by the Company’s ChiefExecutive Officer to the NYSE, without any qualifications.Last fiscal year, the Company filed with the SEC, as exhibits to its Form 10-K for the fiscal year endedSeptember 30, 2008, the certifications of its Chief Executive Officer and Chief Financial Officer requiredby Section 302 of the Sarbanes-Oxley Act of 2002. The Company is filing with the SEC, as exhibits to thisForm 10-K, the certifications of its Chief Executive Officer and Chief Financial Officer required bySection 302 of the Sarbanes-Oxley Act of 2002.Item 11.Executive Compensation.The information required by this Item 11 is incorporated by reference from the information providedunder the section entitled “Proposal No. 1 Election of Directors–Director Fees” and “Proposal No. 1Election of Directors–Executive Compensation” of the Company’s 2010 Proxy Statement.Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.The information required by this Item 12 with respect to security ownership of certain beneficialowners and management is incorporated by reference from the information provided under the sectionsentitled “Proposal No. 1 Election of Directors–Security Ownership of Principal Stockholders” and“Proposal No. 1 Election of Directors–Security Ownership of Management” of the Company’s 2010 ProxyStatement.112
Equity Compensation Plan Information.The following table sets forth certain information as of September 30, 2009 with respect to the sharesof the Company’s common stock that may be issued under the Company’s existing compensation plans thathave been approved by stockholders and plans that have not been approved by stockholders.Plan CategoryNumber of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)Weighted-averageexercise price ofoutstanding options,warrants and rights(b)Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a))(c)Equity compensation plans approved bystockholders 1 ........................ 2,921,838 2 $37.86 3 7,305,976 4Equity compensation plans not approved bystockholders ......................... — — —Total ................................. 2,921,838 $37.86 7,305,976(1) Consists of the 2002 Universal Stock Incentive Plan, as amended and restated (the “USIP”) and the amended andrestated 1998 Employee Stock Investment Plan (the “ESIP”). Equity securities granted under the USIP may includeawards in connection with the Amended and Restated Annual Incentive Compensation Plan and the 2004 KeyExecutive Incentive Compensation Plan, as amended and restated.(2) Includes restricted stock unit awards under the USIP that may be settled in shares of the Company’s common stock, butexcludes options to purchase shares of the Company’s common stock accruing under the Company’s ESIP. Under theESIP, each eligible employee is granted a separate option to purchase up to 2,000 shares of common stock each semiannualaccrual period on January 31 and July 31 at a purchase price per share equal to 85% of the fair market value ofthe common stock on the enrollment date or the exercise date, whichever is lower.(3) Does not take into account restricted stock unit awards under the USIP.(4) As of September 30, 2009, 3,103,054 shares of common stock were available for future issuance under the ESIP and4,202,922 shares of common stock were available for future issuance under the USIP.Item 13.Certain Relationships and Related Transactions, and Director Independence.The information required by this Item 13 is incorporated by reference from the information providedunder the section entitled “Proposal No. 1 Election of Directors–General”, “Proposal No.1 Election ofDirectors–Corporate Governance–Director Independence Standards” and “Proposal No. 1 Election ofDirectors–Certain Relationships and Related Transactions” of the Company’s 2010 Proxy Statement.Item 14.Principal Accounting Fees and Services.The information required by this Item 14 is incorporated by reference from the information providedunder the section entitled “Proposal No. 1 Election of Directors–Fees Paid to Independent Registered PublicAccounting Firm” of the Company’s 2010 Proxy Statement.113
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G A I N F R O M O U R P E R S P E C
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Letter to StockholdersGregory E. Jo
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LETTER TO STOCKHOLDERSHaving announ
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Directors and OfficersDirectorsChar
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Performance GraphThe following perf
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(MARK ONE)UNITED STATESSECURITIES A
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operational and other services requ
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A. Assets Under Management (“AUM
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60 days. If agreements representing
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Similar arrangements exist with the
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We generally operate our institutio
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Franklin Templeton Variable Insuran
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CATEGORY(and approximate amount of
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The following table sets forth the
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Korea; the Commission de Surveillan
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COMPETITIONThe financial services i
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or other efforts successfully stabi
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and, consequently, we are incurring
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such as information, systems and te
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like our business, is based in part
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orrowing costs and limit our access
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director of various subsidiaries of
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PART IIItem 5. Market for Registran
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OverviewWe are a global investment
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Net income decreased in fiscal year
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Investment Management Fee RateThe f
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accounts closed in a calendar year
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Information Systems, Technology and
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Our investments in sponsored invest
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At September 30, 2009, we had $355.
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Off-Balance Sheet ArrangementsAs of
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The fair value of retained subordin
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Indefinite-lived intangible assets
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the position will be sustained upon
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Selected Quarterly Financial Data (
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