Templeton Dragon Fund DEF 14A 2012
Documents found in this filing:
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TEMPLETON DRAGON FUND, INC.
NOTICE OF 2012 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders (the Meeting) of Templeton Dragon Fund, Inc. (the Fund) will be held at the Funds offices, 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923 on May 25, 2012, at 12 Noon, Eastern time.
During the Meeting, shareholders of the Fund will vote on the following Proposals:
By Order of the Board of Directors,
Robert C. Rosselot
March 30, 2012
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The Board of Directors of the Fund (the Board or the Directors) has a Nominating Committee consisting of Edith E. Holiday (Chairperson), Frank J. Crothers and Frank A. Olson, none of whom is an interested person of the Fund as defined by the Investment Company Act of 1940, as amended (the 1940 Act). Directors who are not interested persons of the Fund are referred to as the Independent Directors, and Directors who are interested persons of the Fund are referred to as the Interested Directors.
The Nominating Committee is responsible for selecting candidates to serve as Directors and recommending such candidates (a) for selection and nomination as Independent Directors by the incumbent Independent Directors and the full Board; and (b) for selection and nomination as Interested Directors by the full Board. In considering a candidates qualifications, the Nominating Committee generally considers the potential candidates educational background, business or professional experience, and reputation. In addition, the Nominating Committee has established as minimum qualifications for Board membership as an Independent Director: (1) that such candidate be independent from relationships with the Funds investment manager and other principal service providers both within the terms and the spirit of the statutory independence requirements specified under the 1940 Act and the rules thereunder; (2) that such candidate demonstrate an ability and willingness to make the considerable time commitment, including personal attendance at Board meetings, believed necessary to his or her function as an effective Board member; and (3) that such candidate have no continuing relationship as a director, officer or board member of any U.S. registered investment company other than those within the Franklin Templeton Investments fund complex or a closed-end business development company primarily investing in non-public entities. The Nominating Committee has not adopted any specific policy on the issue of diversity, but will take this into account, among other factors, in its consideration of new candidates to the Board.
When the Board has or expects to have a vacancy, the Nominating Committee receives and reviews information on individuals qualified to be recommended to the full Board as nominees for election as Directors, including any recommendations by Qualifying Fund Shareholders (as defined below). Such individuals are evaluated based upon the criteria described above. To date, the Nominating Committee has been able to identify, and expects to continue to be able to identify, from its own resources an ample number of qualified candidates. The Nominating Committee, however, will review recommendations from Qualifying Fund Shareholders to fill vacancies on the Board if these recommendations are submitted in writing and addressed to the Nominating Committee at the Funds offices and are presented with appropriate background material concerning the candidate that demonstrates his or her ability to serve as a Director, including as an Independent Director, of the Fund. A Qualifying Fund Shareholder is a shareholder who (i) has continuously owned of record, or beneficially through a financial intermediary, shares of the Fund having a net asset value of not less than two hundred fifty thousand dollars ($250,000) during the twenty-four month period prior to submitting the recommendation; and (ii) provides a written notice to the Nominating Committee containing the following information: (a) the name and address of the Qualifying Fund Shareholder making the recommendation; (b) the number of shares of the Fund which are owned of record and beneficially by the Qualifying Fund Shareholder and the length of time that the shares have been owned by the Qualifying Fund Shareholder; (c) a description of all arrangements and understandings between the Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (d) the name, age, date of birth, business address and residence address of the person or persons being recommended; (e) such other information regarding
each person recommended by the Qualifying Fund Shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the U.S. Securities and Exchange Commission (SEC) had the nominee been nominated by the Board; (f) whether the shareholder making the recommendation believes the person recommended would or would not be an interested person of the Fund, as defined in the 1940 Act; and (g) the written consent of each person recommended to serve as a Director of the Fund if so nominated and elected/appointed.
The Nominating Committee may amend these procedures from time to time, including the procedures relating to the evaluation of nominees and the process for submitting recommendations to the Nominating Committee.
The Board has adopted and approved a formal written charter for the Nominating Committee. A copy of the charter was included in the Funds proxy statement for its 2011 Annual Meeting of Shareholders.
Who are the nominees and Directors?
The Board is divided into three classes. Each class has a term of three years. Each year, the term of office of one class expires. This year, the terms of four Directors expire. Ann Torre Bates, David W. Niemiec, Frank A. Olson and Robert E. Wade have been nominated for three-year terms, set to expire at the 2015 Annual Meeting of Shareholders. These terms continue, however, until their successors are duly elected and qualified. All of the nominees are currently members of the Board and are deemed to be Independent Directors. In addition, all of the current nominees and Directors are also directors or trustees of other investment companies within the Franklin Templeton Investments fund complex.
Interested Directors of the Fund hold director and/or officer positions with Franklin Resources, Inc. (Resources) and its affiliates. Resources is a publicly owned company, the principal stockholders of which are Charles B. Johnson and Rupert H. Johnson, Jr., who beneficially owned approximately 16.9% and 16.8%, respectively, of its outstanding shares as of December 31, 2011. The shares deemed to be beneficially owned by Charles B. Johnson include certain shares held by two private charitable foundations, of which he disclaims beneficial ownership. The shares deemed to be beneficially owned by Rupert H. Johnson, Jr. include certain shares held by a private charitable foundation or by his spouse, of which he disclaims beneficial ownership. Resources, a global investment management organization operating as Franklin Templeton Investments, is primarily engaged through various subsidiaries, in providing investment management, share distribution, transfer agent and administrative services to a family of investment companies. Resources is a New York Stock Exchange (NYSE) listed holding company (NYSE: BEN). Charles B. Johnson, Chairman of the Board, Director and Vice President of the Fund, and Gregory E. Johnson, Director of the Fund, are father and son. Rupert H. Johnson, Jr., Vice President of the Fund, is the brother of Charles B. Johnson and the uncle of Gregory E. Johnson. There are no other family relationships among the Directors or nominees for Director.
Each nominee currently is available and has consented to serve if elected. If any of the nominees should become unavailable, the designated proxy holders will vote in their discretion for another person or persons who may be nominated to serve as Directors.
In addition to personal qualities, such as integrity, in considering candidates for the Fund Board, the Nominating Committee seeks to find persons of good reputation whose experience and background evidence that such person has the ability to comprehend, discuss and critically analyze materials and issues presented, in
* We base the number of portfolios on each separate series of the U.S. registered investment companies
The following tables provide the dollar range of the equity securities of the Fund and of all U.S. registered
How often do the Directors meet and what are they paid?
portion of which is allocated to the Fund. Members of a committee are not separately compensated for any
(4) Ms. Bates and Mr. Wade also are independent trustees of Franklin Mutual Series Funds and may, in the
How are independent auditors selected?
Audit Fees. The aggregate fees paid to PwC for professional services rendered by PwC for the audit of the
In addition, the Audit Committee pre-approves PwCs engagement for audit-related services to be provided
Audit Committee Charter. The Board has adopted and approved a formal written charter for the Audit
With respect to investment risk, the Board receives regular written reports describing and analyzing the
The Investment Manager. The Investment Manager of the Fund is Templeton Asset Management Ltd.
Solicitation of Proxies. Your vote is being solicited by the Directors. The cost of soliciting proxies,
Shareholder Proposals. The Fund anticipates that its 2013 Annual Meeting of Shareholders will be held on or about May 31, 2013. A shareholder who wishes to submit a proposal for consideration for inclusion in the Funds proxy statement for the 2013 Annual Meeting of Shareholders must send such written proposal to the Funds offices, at 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923, Attention: Secretary, so that it is received no later than December 17, 2012, in order to be included in the Funds proxy statement and proxy card relating to that meeting and presented at the meeting.
A shareholder of the Fund who has not submitted a written proposal for inclusion in the Funds proxy statement by December 17, 2012, as described above, may nonetheless present a proposal at the Funds 2013 Annual Meeting of Shareholders if such shareholder notifies the Fund in writing, at the Funds offices, of such proposal by February 28, 2013. If a shareholder fails to give notice by this date, then the persons designated as proxies for the 2013 Annual Meeting of Shareholders may exercise discretionary voting power with respect to any such proposal.
A shareholder proposal may be presented at the 2013 Annual Meeting of Shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules and state law.
Submission of a proposal by a shareholder does not guarantee that the proposal will be included in the Funds proxy statement or presented at the meeting.
March 30, 2012
TLTDF PROXY 04/12