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8-KThe WireRoutine

Shareholder Vote

Filed May 9, 2023 · 3y ago · Accession 0000038725-23-000092

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 FRANKLIN ELECTRIC CO., INC. (Exact name of registrant as specified in its charter) Indiana   0-362   35-0827455 (State of incorporation)   (Commission File Number)   (IRS employer identification no.) 9255 Coverdale Road Fort Wayne, Indiana 46809 (Address of principal executive offices) (Zip code) ( 260 ) 824-2900 (Registrant's telephone number, including area code)   Not Applicable (Former name or former address, if changed since last report) 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)) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.10 par value FELE NASDAQ Global Select Market (Title of each class) (Trading symbol) (Name of each exchange on which registered) Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07. Submission of Matters to a Vote of Security Holders Franklin Electric Co., Inc. (the "Company") held its 2023 annual meeting of shareholders on May 5, 2023. There were 46,225,759 shares of common stock of the Company entitled to vote at the meeting and a total of 43,235,957 (93.53%) were represented at the meeting, in person or by proxy. The items voted upon at the annual meeting and the results of the vote on each proposal were as follows: Proposal 1 - Election of Directors To elect Victor D. Grizzle, Alok Maskara and Thomas R. VerHage as directors for terms expiring at the 2026 Annual Meeting of Shareholders. Each nominee for director was elected by a vote of the shareholders as follows: Nominees Votes For Votes Against Abstentions Broker Non-Votes Victor D. Grizzle 34,839,143 6,990,208 54,580 1,352,026 Alok Maskara 40,923,344 911,665 48,922 1,352,026 Thomas R. VerHage 38,190,438 3,641,551 51,942 1,352,026 Proposal 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the 2023 Fiscal Year To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2023 fiscal year. The proposal was approved by a vote of the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 41,571,869 1,632,002 32,086 — Proposal 3 - Advisory Vote on Executive Compensation To consider, on an advisory basis, the executive compensation of the named executive officers as disclosed in the proxy statement. The advisory vote on approval of the compensation of the Company's named executive officers was approved by the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 40,045,076 1,776,115 62,740 1,352,026 Proposal 4 - Vote on the Franklin Electric Co., Inc. Amended and Restated 2017 Stock Plan To consider the approval of the Franklin Electric Co., Inc. Amended and Restated 2017 Stock Plan. The proposal was approved by the shareholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 40,116,193 1,701,587 66,151 1,352,026 Proposal 5 - Advisory Vote on Frequency of Future Advisory Votes on Compensation To consider, on an advisory basis, the frequency of future advisory votes on the compensation of the named executive officers as disclosed in the proxy statement. The advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers was voted on by the shareholders as follows: 1 Year 2 Year 3 Year Abstentions Broker non-votes 40,647,670 25,899 1,154,512 55,850 1,352,026 Consistent with the recommendation of the Board of Directors and the vote of shareholders, the Company will hold future advisory votes on named executive compensation on an annual basis. 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. FRANKLIN ELECTRIC CO., INC. (Registrant) Date: May 9, 2023 By /s/ Jeffery L. Taylor Jeffery L. Taylor Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
Filing details
Ticker
FELE
CIK
38725
Form type
8-K
Filing date
May 9, 2023
Report date
May 5, 2023
Document
fele-20230505.htm
Size
193 KB