Franklin Resources amends bylaws to add Delaware exclusive forum provision

FRANKLIN RESOURCES INC

Board adopted Amended and Restated Bylaws effective July 8, 2025.
New Section 7.9 designates Delaware Court of Chancery as sole forum for certain internal corporate actions.
Forum selection applies to derivative suits, breach of fiduciary duty claims, and other stockholder actions.
Board may consent to an alternative forum if it determines it is in the best interests of the company.
Amendment is a governance change; no financial or operational impact disclosed.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

FRANKLIN RESOURCES INC: The Board approved Amended and Restated Bylaws adding a new Section 7.9 regarding forum selection, designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain actions (effective 2025-07-08).

Change: bylaw amendment
Effective: 2025-07-08

Exact text from the filing

Effective July 8, 2025, the Company’s Board approved Amended and Restated Bylaws (the “Bylaws”), adding a new Section 7.9 regarding forum selection to provide that, unless the Board of Directors consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain actions involving the Company or its directors, officers, employees or agents.

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Source: SEC EDGAR

accession 0000038777-25-000127

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