Date of Report (Date of earliest event reported):May 7, 2021
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2021, David T. Brown retired from the Board of Directors (the “Board”) of Franklin Electric Co., Inc. (the “Company”). The Company’s by-laws require directors to retire effective as of the next regularly scheduled meeting of the Board immediately following the date a director attains the age of 72. As permitted by the by-laws, and as approved by resolution of the Board, the effective date of Mr. Brown’s retirement was extended to May 7, 2021. Mr. Brown's decision to retire from the Board was based solely on the requirements of the Company’s by-laws and was not due to any disagreement with the Company or the Board on any matter relating to the operations, policies, or practices of the Company.
On May 7, 2021, the Board (i) appointed Mr. Thomas R. VerHage as Lead Independent Director and (ii) elected Mr. Alok Maskara as a director. The press release announcing these changes is attached hereto as Exhibit 99.1.
Mr. Maskara was not selected pursuant to any arrangement or understanding between him and any other person. There has been no transaction, or proposed transaction, since January 1, 2020, to which the Company was or is to be a party, and in which Mr. Maskara or any member of his immediate family had or is to have a direct or indirect material interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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.
