FTF Seeks Shareholder Approval for Trustee Re-election

TL;DR

**Vote FOR Ashton and Holiday to maintain experienced, independent oversight at FTF; their re-election is a no-brainer for stability.**

AI Summary

FRANKLIN LIMITED DURATION INCOME TRUST (FTF) is holding its Annual Shareholders' Meeting on October 2, 2025, to elect two Independent Trustees, Harris J. Ashton and Edith E. Holiday, for three-year terms expiring at the 2028 Annual Shareholders' Meeting. The Board of Trustees unanimously recommends voting FOR these nominees. The Nominating Committee, composed entirely of Independent Trustees, evaluates candidates based on educational background, professional experience, and reputation, requiring independence from the Fund's investment manager. Shareholders of record as of August 4, 2025, are eligible to vote. The filing emphasizes the importance of shareholder participation through mail, internet, or telephone voting to potentially save the Fund money on additional mailings. The Fund also noted the possibility of a virtual meeting due to unforeseen circumstances, which would be announced via press release and SEC filing. The proxy materials, including the Notice of Meeting and Proxy Statement, are available online at https://vote.proxyonline.com/Franklin/docs/FLDIT2025.pdf. The Board's composition includes a mix of experienced professionals, such as Harris J. Ashton, a former CEO of a NYSE-listed company, and Edith E. Holiday, who held high-level legal positions in the U.S. government, overseeing 115 portfolios within the Franklin Templeton fund complex.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the governance structure and the re-election of key Independent Trustees, Harris J. Ashton and Edith E. Holiday, who oversee 115 portfolios within the Franklin Templeton fund complex. Their continued tenure ensures stability and experienced oversight, which directly impacts the Fund's strategic direction and risk management. For employees and customers, a stable and well-governed trust reinforces confidence in the management of their investments. In a competitive market, strong independent oversight, as evidenced by the Nominating Committee's criteria for Board membership, is vital for maintaining investor trust and ensuring the Fund's long-term viability against other closed-end funds.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns the routine re-election of two incumbent Independent Trustees, Harris J. Ashton and Edith E. Holiday, for three-year terms. There are no contentious proposals or significant changes to the Fund's operations or investment strategy indicated. The Board of Trustees unanimously recommends voting FOR the election of these nominees, suggesting broad internal consensus.

Analyst Insight

Investors should promptly vote FOR the re-election of Harris J. Ashton and Edith E. Holiday as recommended by the Board to ensure continuity of experienced independent oversight. Utilize the convenient mail, internet, or telephone voting options to ensure your vote is counted by the October 2, 2025, meeting date.

Key Numbers

• October 2, 2025 — Annual Shareholders' Meeting Date (Date when shareholders will vote on Trustee elections)
• 12:00 p.m., Eastern time — Meeting Time (Specific time for the Annual Shareholders' Meeting)
• August 4, 2025 — Record Date (Date for determining shareholders eligible to vote)
• 2028 — Expiration Year for Trustee Terms (Year when the terms for Harris J. Ashton and Edith E. Holiday will expire if re-elected)
• 115 — Number of Portfolios Overseen (Number of portfolios in the Franklin Templeton fund complex overseen by Harris J. Ashton and Edith E. Holiday)
• 20% — Beneficial Ownership of Franklin Resources, Inc. (Percentage of common shares of Franklin Resources, Inc. beneficially owned by Rupert H. Johnson, Jr. as of June 30, 2025)
• $250,000 — Minimum Net Asset Value for Qualifying Fund Shareholder (Required net asset value of shares for a shareholder to recommend a Trustee candidate)
• 24 months — Minimum Ownership Period for Qualifying Fund Shareholder (Required continuous ownership period for a shareholder to recommend a Trustee candidate)
• 300 S.E. 2nd Street, Fort Lauderdale, Florida 33301-1923 — Meeting Location (Physical address of the Fund's offices where the Annual Shareholders' Meeting will be held)
• (800) DIAL BEN/342-5236 — Fund Information Phone Number (Contact number for shareholder inquiries)

Key Players & Entities

• FRANKLIN LIMITED DURATION INCOME TRUST (company) — Registrant
• Harris J. Ashton (person) — Nominee for Independent Trustee
• Edith E. Holiday (person) — Nominee for Lead Independent Trustee
• Marc De Oliveira (person) — Vice President and Assistant Secretary
• Securities Exchange Act of 1934 (regulator) — Governing Act for Proxy Statement
• Investment Company Act of 1940 (regulator) — Defines 'interested person'
• Franklin Resources, Inc. (company) — Parent company of Franklin Templeton fund complex
• Rupert H. Johnson, Jr. (person) — Trustee of the Fund and beneficial owner of ~20% of Franklin Resources, Inc.
• Gregory E. Johnson (person) — Chairman of the Board, Trustee, and Senior Vice President of the Fund
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for filings

FAQ

Industry Context

The Franklin Limited Duration Income Trust operates within the regulated investment company sector, specifically focusing on income-generating strategies. This sector is characterized by a strong emphasis on regulatory compliance and trustee oversight to ensure shareholder protection. The industry is competitive, with many funds vying for investor capital by offering various income and yield profiles.

Regulatory Implications

The election of Trustees is a core governance function governed by the Investment Company Act of 1940. Ensuring the independence of Trustees from the investment manager and service providers is a critical regulatory requirement. The process for nominating and electing Trustees must adhere to these regulations to maintain compliance and shareholder trust.

What Investors Should Do

1. Vote your proxy: Shareholders of record as of August 4, 2025, are urged to vote FOR the election of Harris J. Ashton and Edith E. Holiday to ensure continuity and experienced leadership on the Board.
2. Review proxy materials: Familiarize yourself with the qualifications of the nominees and the Board's recommendation by accessing the proxy statement online at https://vote.proxyonline.com/Franklin/docs/FLDIT2025.pdf.
3. Vote promptly: Returning your proxy card via mail, internet, or telephone helps the Fund save on additional mailing costs and ensures your vote is counted.

Key Dates

• 2025-10-02: Annual Shareholders' Meeting — Shareholders will vote on the election of two Independent Trustees for three-year terms.
• 2025-08-04: Record Date — Determines which shareholders are eligible to vote at the Annual Shareholders' Meeting.
• 2028-10-02: Expiration of Trustee Terms — The terms for Harris J. Ashton and Edith E. Holiday will expire if they are re-elected.
• 2025-08-25: Mailing of Proxy Materials — The Notice of Meeting, Proxy Statement, and Proxy Card were first mailed to shareholders.

Glossary

Trustee

A member of the Fund's Board of Trustees, responsible for overseeing the Fund's operations and protecting shareholder interests. (The election of Trustees is the primary proposal at the Annual Shareholders' Meeting.)

Independent Trustee

A Trustee who is not an 'interested person' of the Fund, meaning they have no significant business or financial relationship with the Fund's investment manager or other principal service providers. (The nominees for election are Independent Trustees, and their independence is a key qualification criterion.)

Nominating Committee

A committee of the Board of Trustees responsible for identifying and recommending candidates for election as Trustees. (This committee evaluated and recommended the nominees for election, ensuring they meet independence and qualification standards.)

Proxy Statement

A document filed with the SEC that provides shareholders with detailed information about matters to be voted on at a shareholder meeting, including the background of nominees and management's recommendations. (This document contains the official information shareholders need to make informed voting decisions.)

Record Date

A specific date set by the Fund to determine which shareholders are entitled to receive notice of and vote at a shareholder meeting. (Shareholders must be on record as of August 4, 2025, to be eligible to vote.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, and their responsibilities to shareholders. (This Act defines 'interested persons' and sets statutory independence requirements for Trustees.)

Year-Over-Year Comparison

This filing is a definitive proxy statement for the 2025 Annual Shareholders' Meeting, primarily focused on the election of Trustees. As such, it does not contain comparative financial performance metrics like revenue or net income from previous years. The key information revolves around the governance structure and the proposed re-election of two Independent Trustees, Harris J. Ashton and Edith E. Holiday, for three-year terms.

Key Financial Figures

• $250,000 — two hundred and fifty thousand dollars ($250,000) during the twenty-four month period pr
• $100,000 — d Complex Harris J. Ashton None Over $100,000 Terrence J. Checki None Over $100,00
• $100,000 M — 100,000 Terrence J. Checki None Over $100,000 Mary C. Choksi None Over $100,000 Edit

Filing Documents

• def14a.htm (DEF 14A) — 438KB
• img_42f81d14c5344f1.jpg (GRAPHIC) — 9KB
• img_4a3f5ebd3e4e4f1.jpg (GRAPHIC) — 225KB
• img_88feccdf306f4f1.jpg (GRAPHIC) — 8KB
• img_a1f5b28484e34f1.jpg (GRAPHIC) — 361KB
• 0001741773-25-002988.txt ( ) — 1271KB

From the Filing

DEF 14A 1 def14a.htm Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission [X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Additional Materials [ ] Soliciting Material under Section 240.14a-12 FRANKLIN LIMITED DURATION INCOME TRUST (Name of Registrant as Specified in its Charter) Name of Person(s) Filing Proxy Statement, other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Schedule 14A Information Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission [X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Additional Materials [ ] Soliciting Material under Section 240.14a-12 FRANKLIN LIMITED DURATION INCOME TRUST (Name of Registrant as Specified in its Charter) Name of Person(s) Filing Proxy Statement, other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: FRANKLIN LIMITED DURATION INCOME TRUST IMPORTANT SHAREHOLDER INFORMATION We have enclosed important information about the Annual Shareholders' Meeting (the "Meeting") of Franklin Limited Duration Income Trust (the "Fund") scheduled for Thursday, October 2 , 2025, at 12 :00 p.m., Eastern time. These materials discuss the proposal to be voted on at the Meeting, and contain the Notice of Meeting, proxy statement and proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to the Fund. If you complete, sign and return the proxy card, we'll vote it as you indicated. If you simply sign, date and return the proxy card, but do not specify a vote on the proposal listed thereon, your proxy will be voted FOR the election of the nominees to the position of Trustee (the "Proposal"). We urge you to spend a few minutes reviewing the Proposal in the proxy statement. Then, please fill out and sign the proxy card and return it to us in the enclosed postage-paid envelope so that we know how you would like to vote. When shareholders return their proxy cards promptly, the Fund may be able to save money by not having to conduct additional mailings. Returning your proxy card does not preclude you from attending the meeting or later changing your vote prior to its being cast. We are urging all shareholders to take advantage of voting by mail, Internet or telephone (separate instructions are listed on the enclosed proxy card to vote by telephone or through the Internet). Additionally, while we anticipate that the Meeting will occur as planned on October 2, 2025, there is a possib

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