BENFranklin Resources
Franklin Templeton, Inc., formerly named Franklin Resources, Inc. (“Franklin”), is a holding company with subsidiaries operating under our Franklin Templeton® and/or subsidiary brand names. 10-K, Item 1
Deals between BEN and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2025-12-22 reports that the one filed 2024-12-20 did not, quoted as filed.
New this year
4 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2024-12-20.
Certain relationships and related transactions“Compensation arrangements. For fiscal year 2025, Rupert H. Johnson, Jr., Vice Chairman and a director of the Company, who, among other family relationships, is the uncle of Gregory E. Johnson, and Jennifer M. Johnson (directors and executive officers of the Company), received a base salary of $180,000 and did not receive a cash bonus. For fiscal year 2025, Colin Johnson, a Research Associate employed by a Company subsidiary, who, among other family relationships, is the son of Gregory E. Johnson, received a base salary of 155,000 GBP and a cash bonus of 56,250 GBP. They are also entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.”
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Certain relationships and related transactions“Strategic partnership relationship. On January 1, 2024, the Company acquired from Great-West Lifeco Inc. (“Great-West”) Putnam Investments in consideration of 31,557,117 shares of Company common stock, with Great-West becoming a beneficial owner of more than five percent of the Company’s common stock. In connection with the acquisition of Putnam, Great-West and its parent company, Power Corporation of Canada, also entered into a strategic partnership with the Company, pursuant to which Great West, Power Corporation or their respective affiliates and subsidiaries have invested in products managed or sub-advised by the Company’s SIMs or other subsidiaries in the ordinary course of business. As of September 30, 2025, approximately $69.5 billion of AUM was invested by Great-West and its affiliates with the Company's SIMs or other subsidiaries.”
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Certain relationships and related transactions“Indivisible Partners relationship. Company Board member Mr. Thiel is the Executive Chairman and Founder of, and has an ownership interest in, Indivisible Partners, LLC (“Indivisible”), an SEC registered investment adviser, with which the Company has entered into a business relationship pursuant to which Franklin Templeton provides Indivisible a set of product and service solutions in the ordinary course of business on commercial terms similar to those offered to other registered investment advisers in the market. Fees payable under these arrangements are from Indivisible’s clients and are based on allocations of Indivisible client assets to funds or other products managed by the Company's SIMs or other subsidiaries. As of September 30, 2025, approximately $105.7 million of AUM was invested by Indivisible’s clients with the Company’s SIMs or other subsidiaries.”
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Certain relationships and related transactions“SoFi Technologies, Inc. relationship. Company Board member Mr. Noto is Chief Executive Officer and director SoFi Technologies, Inc. (“SoFi”), a digital financial services company. Certain Company-sponsored funds and other funds and client accounts managed by Company subsidiaries have purchased, and may in the future purchase, notes or securities issued by securitization trusts formed, sponsored, administered or serviced by one or more subsidiaries of SoFi. The investments were made in the ordinary course of business on terms generally available to other investors in the market. As of September 30, 2025, approximately $31.3 million was invested by Franklin funds and accounts in such SoFi trusts.”
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No longer reported 1 paragraph of the proxy filed 2024-12-20 with nothing like them this year
Certain Relationships and Related Transactions“Private Equity Fund Investment. On July 6, 2011, Franklin Templeton Capital Holdings Private Limited, a subsidiary of Franklin, entered into an agreement to make a $25 million-dollar investment commitment to Tano India Private Equity Fund II (“Tano Fund”). Tano Mauritius Investments, which is the investment manager and a Class B and Class C shareholder of the Tano Fund, is a direct subsidiary of Tano Capital, LLC, a company owned by the family of former Franklin director Charles E. Johnson (who passed away in September 2021), as approved by the Audit Committee of the Board. During fiscal year 2024, no capital was returned by the Tano Fund to the Company, and the Company did not make any payments to the Tano Fund.”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Related person transaction policy“The impact of the transaction on a director’s independence, if applicable; and • Any other relevant information regarding the transaction.”
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The whole section 21 paragraphs, proxy filed 2025-12-22
Certain relationships and related transactions“General. From time to time, our directors, executive officers and employees, members of their immediate families and companies, affiliates of companies or investment vehicles managed by companies that employ or are associated with our directors may have investments in various investment vehicles or accounts sponsored or managed by our SIMs or other subsidiaries or utilize our products or services in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable products or services provided to unaffiliated third parties. In addition, in the ordinary course of business, our SIMs or other subsidiaries may from time to time invest client assets in companies in which certain of our directors may be a director or in which certain affiliates of our directors may be significant stockholders or invest client assets in funds and other investment vehicles managed by entities affiliated with certain of our directors.”
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Certain relationships and related transactions“Compensation arrangements. For fiscal year 2025, Rupert H. Johnson, Jr., Vice Chairman and a director of the Company, who, among other family relationships, is the uncle of Gregory E. Johnson, and Jennifer M. Johnson (directors and executive officers of the Company), received a base salary of $180,000 and did not receive a cash bonus. For fiscal year 2025, Colin Johnson, a Research Associate employed by a Company subsidiary, who, among other family relationships, is the son of Gregory E. Johnson, received a base salary of 155,000 GBP and a cash bonus of 56,250 GBP. They are also entitled to receive medical, life and disability insurance coverage and other benefits available generally to employees of the Company and/or its subsidiaries.”
Read it in the proxy ↗
Certain relationships and related transactions“Management and use of AC travel aircraft. In June 2008, a wholly-owned subsidiary of the Company entered into an amended and restated aircraft management agreement with third-party AC Travel, LLC (“AC Travel”) to manage the operations of a Gulfstream III aircraft (the “G-III”) and a Gulfstream G550 aircraft (the “G550,” and together with the G-III, the “Aircraft”), both of which are owned by AC Travel. AC Travel is an entity owned and controlled by Charles B. Johnson (beneficial owner of more than five percent of the Company’s common stock and an executive consultant employed by Templeton Investment Counsel, LLC, a wholly-owned subsidiary of the Company). Mr. C. B. Johnson is the father of Gregory E. Johnson and Jennifer M. Johnson and brother of Rupert H. Johnson Jr. (directors and executive officers of the Company). The management agreement has automatic one-year renewals, subject to cancellation by either party. The subsidiary receives a monthly management fee of $10,000 for the G550 and $3,000 for the G-III for administrative services. Out-of-pocket costs, including the cost of flight crew salaries and benefits, incurred under the agreement for services provided, either directly or through third parties, are either reimbursed by, or passed through to and paid by, AC Travel.”
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Certain relationships and related transactions“Technology platform relationship. On July 23, 2024, a wholly-owned subsidiary of the Company entered into certain key contract terms and provisions for the implementation and use of the BlackRock, Inc. (“BlackRock”) Aladdin technology platform selected by the Company in order to unify the Company’s investment management technology platform, including for an estimated aggregate contract value of up to $375 million, or such greater amount as from time to time may be required pursuant to such contract terms, as approved by the Board on July 16, 2024. Based solely on a Schedule 13G/A of BlackRock filed with the SEC on January 29, 2024, reporting shares of Company common stock owned as of December 31, 2023, BlackRock reported beneficial ownership of more than five percent of the Company’s common stock.”
Read it in the proxy ↗
Certain relationships and related transactions“Strategic partnership relationship. On January 1, 2024, the Company acquired from Great-West Lifeco Inc. (“Great-West”) Putnam Investments in consideration of 31,557,117 shares of Company common stock, with Great-West becoming a beneficial owner of more than five percent of the Company’s common stock. In connection with the acquisition of Putnam, Great-West and its parent company, Power Corporation of Canada, also entered into a strategic partnership with the Company, pursuant to which Great West, Power Corporation or their respective affiliates and subsidiaries have invested in products managed or sub-advised by the Company’s SIMs or other subsidiaries in the ordinary course of business. As of September 30, 2025, approximately $69.5 billion of AUM was invested by Great-West and its affiliates with the Company's SIMs or other subsidiaries.”
Read it in the proxy ↗
Certain relationships and related transactions“Indivisible Partners relationship. Company Board member Mr. Thiel is the Executive Chairman and Founder of, and has an ownership interest in, Indivisible Partners, LLC (“Indivisible”), an SEC registered investment adviser, with which the Company has entered into a business relationship pursuant to which Franklin Templeton provides Indivisible a set of product and service solutions in the ordinary course of business on commercial terms similar to those offered to other registered investment advisers in the market. Fees payable under these arrangements are from Indivisible’s clients and are based on allocations of Indivisible client assets to funds or other products managed by the Company's SIMs or other subsidiaries. As of September 30, 2025, approximately $105.7 million of AUM was invested by Indivisible’s clients with the Company’s SIMs or other subsidiaries.”
Read it in the proxy ↗
Certain relationships and related transactions“SoFi Technologies, Inc. relationship. Company Board member Mr. Noto is Chief Executive Officer and director SoFi Technologies, Inc. (“SoFi”), a digital financial services company. Certain Company-sponsored funds and other funds and client accounts managed by Company subsidiaries have purchased, and may in the future purchase, notes or securities issued by securitization trusts formed, sponsored, administered or serviced by one or more subsidiaries of SoFi. The investments were made in the ordinary course of business on terms generally available to other investors in the market. As of September 30, 2025, approximately $31.3 million was invested by Franklin funds and accounts in such SoFi trusts.”
Read it in the proxy ↗
Related person transaction policy“Related person transaction policy. The Board has adopted a Related Person Transaction Policy (“Related Person Transaction Policy”) to address the reporting, review, approval and ratification of related person transactions. Related persons include the Company’s executive officers, directors and director nominees, holders of more than five percent (5%) of a class of the Company’s voting securities, and immediate family members of the foregoing persons. For purposes of the Related Person Transaction Policy, and as used in this summary of the Related Person Transaction Policy, the “Company” refers to Franklin Resources, Inc. or its subsidiaries. A “related person transaction” means a transaction or series of transactions in which the Company is a participant and a related person has or will have a direct or indirect material interest under Item 404 of SEC Regulation S-K. Transactions with executive officers and directors for the purposes of conducting the business of the Company, compensation of non-employee directors approved by the Board and employee compensation arrangements approved by the Compensation Committee (or under authority delegated by such committee) are not considered related person transactions. Except as otherwise provided in the Related Person Transaction Policy, all related person transactions are required to be reported to the Corporate Governance Committee.”
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Related person transaction policy“Corporate governance committee review and approval. The Corporate Governance Committee reviews related person transactions. In connection with approving or ratifying a related person transaction which is not otherwise covered by a pre-approval category adopted by the Corporate Governance Committee, as described below, the Corporate Governance Committee will consider the relevant facts and circumstances of the transaction and any of the following factors that are relevant:”
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Related person transaction policy“The materiality of the transaction to the related person, including the approximate dollar value of the related person’s interest in the transaction;”
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Related person transaction policy“Whether the Company is a party to the transaction and, if not, the nature of the Company’s participation in the transaction;”
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Related person transaction policy“Whether the related person transaction is comparable to a transaction that could be available on an arm’s-length basis or is on the terms that are generally similar to those prevailing at the time for third parties;”
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Related person transaction policy“Whether the transaction includes any potential reputational risk issues that may arise as a result of or in connection with the transaction;”
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Related person transaction policy“The impact of the transaction on a director’s independence, if applicable; and • Any other relevant information regarding the transaction.”
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Related person transaction policy“The Corporate Governance Committee has the authority to pre-approve the following categories of related person transactions, which, upon such pre-approval, need not be reported to, reviewed by, and/or ratified by the Corporate Governance Committee:”
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Related person transaction policy“The establishment or maintenance of a trading, investment management, trust, custody or other account by a related person with the Company, provided the terms of such account are generally the same as or similar to accounts offered by the Company in the ordinary course of business to persons who are not related persons.”
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Related person transaction policy“Accounts invested in shares of one or more Company-sponsored investment companies or other Company-sponsored pooled or collective investment vehicles (“FT Funds”) that are established and/ or maintained by a related person in accordance with the terms set forth in the applicable FT Fund prospectus or other disclosure documents.”
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Related person transaction policy“In addition, the Corporate Governance Committee has the authority to pre-approve certain categories of related person transactions, which transactions must still be reported to the Corporate Governance Committee at least annually. The Corporate Governance Committee has determined that the following categories of transactions are pre-approved, with reporting to the Committee as specified below:”
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Related person transaction policy“Gross-ups and perquisites and other personal benefits to a related person from the use of Company owned or provided assets not integrally and directly related to the performance of such person’s duties to the Company, including but not limited to personal use of Company-owned or provided aircraft and property, that, in the aggregate, are less than $250,000 in any fiscal year, with at least quarterly reporting to the Corporate Governance Committee for amounts within this category above $10,000 in any fiscal year.”
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Related person transaction policy“Company purchases of shares of its common stock to pay taxes due by employees in connection with the vesting of employee and executive officer restricted stock and restricted stock unit awards under the USIP, with at least annual reporting to the Corporate Governance Committee.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Investments by an FT Fund or other Company-managed client account in any investment products, securities or other financial instruments issued, sponsored, administered and/or serviced by any entity for which a related person’s interest in such other entity arises from the related person’s position as an executive officer, employee, general partner, 10% or more limited partner, and/or 10% or more equity holder, provided that such investments are made in the ordinary course of business and on terms that are generally similar to those prevailing at the time for unaffiliated third-party investors in such investment products, securities or other financial instruments. Amounts invested within this category will be reported to the Committee on a quarterly basis. The Corporate Governance Committee may delegate its authority to review, approve or ratify specified related person transactions to one or more members of the Corporate Governance Committee between scheduled committee meetings. The Corporate Governance Committee has delegated its authority to review and approve related person transactions to the Chair of the Committee between scheduled meetings. Any determination made pursuant to this delegated authority must be presented to the full Corporate Governance Committee at a subsequent meeting.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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