FRANKLIN ELECTRIC CO INC
For the period ended Dec 31, 2023. Filed Mar 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 19, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrantý
Filed by a Party other than the Registrant¨
Check the appropriate box:
| o | Preliminary Proxy Statement |
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| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ý | Definitive Proxy Statement |
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| o | Definitive Additional Materials |
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| o | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ý | No fee required |
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| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
FRANKLIN ELECTRIC CO., INC.
9255 Coverdale Road
Fort Wayne, Indiana 46809
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held
May 3, 2024 at 8:00 a.m., Eastern Time
To the Shareholders of
The Annual Meeting of Shareholders of Franklin Electric Co., Inc. (the "Company"), an Indiana corporation, will be held at Franklin Electric Global Headquarters and Engineering Design Center, 9255 Coverdale Road, Fort Wayne, Indiana 46809 on Friday, May 3, 2024, at 8:00 a.m., Eastern Time. The purposes of the meeting are to:
Elect Gregg C. Sengstack and David M. Wathen as directors for the terms expiring at the 2027 Annual Meeting of Shareholders;
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year;
Approve, on an advisory basis, the executive compensation of the named executive officers as disclosed in the Proxy Statement; and
Transact any other business that may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.
Only shareholders of record at the close of business on March 4, 2024 will be entitled to notice of and to vote at the Annual Meeting.
You are urged to vote your proxy whether or not you plan to attend the Annual Meeting of Shareholders. If you do attend, you may choose to vote in person which will revoke any previously executed proxy.
By order of the Board of Directors.
Jonathan M. Grandon
Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Fort Wayne, Indiana
March 19, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| General Information | 3 |
| Notice and Voting Instructions | 4 |
| Shareholders Entitled to Vote and Shares Outstanding | 4 |
| Letter to Shareholders | 5 |
| Security Ownership of Certain Beneficial Owners | 6 |
| Security Ownership of Management | 7 |
| Proposal 1: Election of Directors | 8 |
| Information Concerning Nominees and Continuing Directors | 9 |
| Information About the Board and Its Committees | 12 |
| Management Organization and Compensation Committee Report | 16 |
| Compensation Discussion and Analysis | 17 |
| Executive Compensation | 31 |
| Director Compensation | 47 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 48 |
| Audit Committee Report | 49 |
| Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP | 50 |
| Proposal 3: Advisory Vote on Executive Compensation | 51 |
| Shareholder Proposals | 52 |
| Other Business | 52 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.