UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report:~~The ~~May~~Securities ~~15,~~Exchange ~~2020~~Act of 1934

Date of Report (Date of earliest event reported): July 17, 2020

Legg Mason, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-8529	52-1200960
(State or other jurisdiction ofincorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 International Drive	Baltimore	,	MD	21202
(Address of principal executive offices)				Zip Code

100 International Drive, Baltimore, MD 21202

(~~410)~~Address ~~539-0000~~of principal executive office, including zip code)

Registrant'’s telephone number, including area code: (410) 539-0000

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.10 par value	LM	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, $0.10 par value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 58.~~07. Submission~~01 ofOther ~~Matters to a Vote of Security Holders~~Items.

AOn ~~special~~July 17, ~~meeting~~2020, ~~of stockholders of~~ Legg Mason, Inc. ~~(the “Company”) was held on May 15~~, ~~2020. On~~a ~~April~~Maryland ~~14,~~corporation ~~2020,~~(“Legg ~~the record date for stockholders entitled to notice of~~Mason”), and toFranklin ~~vote at~~Resources, ~~the special meeting~~Inc., ~~88,065,952 common~~a ~~shares~~Delaware ofcorporation ~~the~~(“Franklin ~~Company~~Templeton”) ~~were~~issued ~~outstanding.~~a ~~The~~joint ~~holders~~press ofrelease ~~67,230,451 common~~announcing ~~shares~~that ofall ~~the~~conditions ~~Company~~to ~~were present at~~ the ~~special~~closing ~~meeting,~~of ~~either~~their ~~virtually~~previously orannounced ~~represented~~merger bytransaction ~~proxy,~~have ~~constituting~~been asatisfied ~~quorum.~~and ~~Set forth below are~~ the ~~final~~transaction ~~voting~~is ~~results~~expected ~~for~~to ~~each~~close ofon ~~the~~July 31, ~~proposals~~2020.

~~Proposal~~As 1:previously ~~Vote to approve the merger of Alpha Sub~~announced, ~~Inc.~~pursuant ~~(which we refer~~ to asthat ~~“Merger~~certain ~~Sub”),~~Agreement ~~a Maryland corporation~~ and ~~wholly-owned~~Plan ~~subsidiary~~ of ~~Franklin~~Merger ~~Resources, Inc., a Delaware corporation~~ (~~which we refer to as “Franklin”) with and into~~ the ~~Company (which we refer to as the~~ “~~merger~~Merger Agreement”), ~~with~~dated ~~the Company surviving the merger~~ as ~~a wholly-owned subsidiary~~ of ~~Franklin~~February 17, ~~and~~2020, ~~the other transactions contemplated~~ by ~~the Agreement~~ and ~~Plan~~among ofLegg ~~Merger (which~~Mason, asFranklin ~~amended~~Templeton orand ~~supplemented~~Alpha ~~from~~Sub, ~~time to time~~Inc., weFranklin ~~refer~~Templeton towill asacquire ~~the~~Legg ~~“merger~~Mason ~~agreement”),~~for ~~dated~~$50.00 ~~February~~per ~~17,~~share ~~2020,~~of bycommon ~~and~~stock ~~among~~in ~~the~~an ~~Company,~~all-cash ~~Franklin, and Merger Sub~~transaction.

~~The~~On ~~stockholders~~July 17, ~~approved~~2020, Franklin Templeton is depositing the merger consideration in a third-party escrow account. The merger closing will occur and the ~~other~~funds ~~transactions~~will ~~contemplated~~be byreleased to the ~~merger~~paying ~~agreement~~agent asat ~~follows:~~the closing, subject to Legg Mason’s continued compliance in all material respects with its covenants under the Merger Agreement.

For	66,767,197
Against	60,043
Abstain	403,211
Broker Non- Vote	0

A copy of the joint press release is included as Exhibit 99.1 hereto.

~~Proposal~~Forward-Looking 2:Statements Advisory vote to approve the compensation that may be paid or become payable to Legg Mason, Inc.’s named executive officers that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement.

~~The~~Statements ~~stockholders~~in ~~approved,~~this onForm ~~a non~~8-~~binding~~K ~~advisory~~and ~~basis,~~ the ~~compensation~~exhibits attached hereto and incorporated by reference herein that ~~may~~are benot ~~paid~~historical orfacts ~~become~~are ~~payable~~“forward-looking tostatements” ~~Legg~~within ~~Mason,~~the ~~Inc~~meaning of the U.’sS. ~~named~~Private ~~executive~~Securities ~~officers~~Litigation ~~that~~Reform isAct ~~based~~of on1995. orWhen ~~otherwise~~used ~~relates~~in tothis ~~the~~Form ~~merger~~8-K and the ~~other~~exhibits ~~transactions~~attached ~~contemplated~~hereto and incorporated by reference herein, words or phrases generally written in the ~~merger~~future ~~agreement~~tense and/or preceded by words such as ~~follows:~~“will,” “may,” “could,” “expect,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “estimate,” “preliminary” or other similar words are forward-looking statements. References to “we” or “our” below refer to Legg Mason, Inc. and its subsidiaries.

For	64,336,146
Against	2,414,636
Abstain	479,669
Broker Non- Vote	0

Various forward-looking statements in this Form 8-K and the exhibits attached hereto and incorporated by reference herein relate to the acquisition by Franklin Templeton of Legg Mason, including regarding expected scale opportunities, operating efficiencies and results, growth, client and stockholder benefits, key assumptions, timing of closing of the transaction, revenue realization, cost and expense synergies, financial benefits or returns, accretion and integration costs.

~~Proposal~~Forward-looking 3:statements ~~Vote~~involve toa ~~adjourn~~number ~~the~~of ~~special~~known ~~meeting~~and tounknown arisks, ~~later~~uncertainties ~~date~~and orother ~~time~~important factors, ifsome ~~necessary~~of orwhich ~~appropriate~~are listed below, that could cause actual results and outcomes to ~~solicit~~differ ~~additional~~materially ~~proxies~~from inany ~~favor~~future ofresults ~~the~~or ~~proposal~~outcomes toexpressed ~~approve~~or ~~the~~implied ~~merger~~by such forward-looking statements. Important transaction-related and other risk factors that may cause such differences include: (i) the occurrence of any event, change or other ~~transactions~~circumstances ~~contemplated~~that bycould give rise to the termination of the merger agreement; if(ii) anticipated ~~there~~benefits ~~are~~of ~~insufficient~~the ~~votes~~transaction, atincluding the ~~time~~realization of ~~the~~revenue, ~~special~~accretion, ~~meeting~~financial benefits or returns and expense and other synergies, may not be fully realized or may take longer to ~~approve~~realize ~~the~~than ~~merger~~expected; and ~~the~~(iii) Franklin ~~other~~Templeton ~~transactions~~may ~~contemplated~~be byunable to successfully integrate Legg Mason’s businesses with those of Franklin Templeton or to integrate the ~~merger~~businesses ~~agreement~~within the anticipated timeframe.

~~The~~Other ~~adjournment~~important ~~proposal~~factors ~~was~~that ~~rendered~~may ~~moot~~affect our business or the combined business’ future operating results, include, but are not limited to: (i) our business operations are subject to adverse effects from the outbreak and spread of contagious diseases such as COVID-19, and we expect such adverse effects to continue, (ii) volatility and disruption of the capital and credit markets, and adverse changes in ~~light~~the global economy, may significantly affect our results of operations and may put pressure on our financial results; (iii) the ~~approval~~amount and mix of ~~Proposal~~assets 1under management (“AUM”) are subject to significant fluctuations; (iv) the significant risk of asset volatility from changes in the global financial, equity, debt and ~~Proposal~~commodity 2.markets; (v) our funds are subject to liquidity risks or an unanticipated large number of redemptions; (vi) harm to our or Franklin Templeton’s reputation may negatively impact revenues and income; (vii) Franklin Templeton may review and pursue other strategic transactions that could pose risks to our business operations; (viii) strong competition from numerous and sometimes larger companies with competing offerings and products could limit or reduce sales of our products, potentially resulting in a decline in their market share, revenues and income; (ix) the ability to manage and grow our business and the combined business successfully can be impeded by systems and other technological limitations; (x) poor investment performance of our products could reduce the level of our AUM or affect our sales, and negatively impact our revenues and income, (xi) our business operations are complex and a failure

~~SIGNATURES~~to perform operational tasks properly or the misrepresentation of our services and products resulting, without limitation, in the termination of investment management agreements representing a significant portion of our AUM, could have an adverse effect on our revenue and income, (xii) dependence on key personnel could negatively affect financial performance; (xiii) the businesses are subject to extensive, complex, and frequently changing rules, regulations, policies, and legal interpretations; (xiv) our contractual obligations may subject us to indemnification costs and liability to third parties; (xv) any significant limitation, failure or security breach of information and cyber security infrastructure, software applications, technology or other systems that are critical to operations could disrupt the businesses and harm operations and reputation; and (xvi) regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with the businesses, could adversely impact AUM, increase costs and negatively impact profitability and/or our future financial results. For a detailed discussion of other risk factors, please refer to the risks, uncertainties and factors described in Legg Mason’s and Franklin Templeton’s recent filings with the U.S. Securities and Exchange Commission, including, without limitation, each company’s most recent Annual Report on Form 10-K and subsequent periodic and current reports.

Any forward-looking statement made in this Form 8-K and the exhibits attached hereto and incorporated by reference herein speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Legg Mason and Franklin Templeton undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed on the Exhibit Index are incorporated herein by reference.

Exhibit Index


Exhibit No.		Description

	99.1	Joint Press Release, dated July 17, 2020 issued by Legg Mason, Inc. and Franklin Resources, Inc.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~LEGG MASON, INC.~~			LEGG MASON, INC.
Date: May 15, 2020	By:	/s/ Thomas C. Merchant
				(Registrant)
		Name:	Thomas C. Merchant
July 17, 2020				/s/ Thomas C. Merchant
		Title:	Executive Vice President and General Counsel
				Thomas C. Merchant
				Executive Vice President and General Counsel ☐

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