FRANKLIN FINANCIAL SERVICES CORP /PA/
For the period ended Mar 19, 2024. 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.
Mar 19, 2024 · Filed Mar 19, 2024
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DEF 14A 1 fraf-20240319xdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) (2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Section 240.14a-12
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| | FRANKLIN FINANCIAL SERVICES CORPORATION |
| | (Name of Registrant as Specified In Its Charter) |
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| | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
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|---|---|
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| ☑ | No fee required |
| ☐ | 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) |
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FRANKLIN FINANCIAL SERVICES CORPORATION
1500 Nitterhouse Drive
Chambersburg, PA 17201-6010
(717) 264-6116
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 2024
TO THE SHAREHOLDERS OF FRANKLIN FINANCIAL SERVICES CORPORATION:
Notice is hereby given that, pursuant to the call of its directors, the regular Annual Meeting of Shareholders of FRANKLIN FINANCIAL SERVICES CORPORATION, Chambersburg, Pennsylvania, will be held on Tuesday, April 23, 2024, at 9:00 a.m. in a virtual meeting format only. You will not be able to attend the meeting physically. To be admitted to the annual meeting atwww.meetnow.global/FRAF2024 and enter the control number found on your proxy card or voting instruction form. The purpose of the meeting is for considering and voting upon the following matters:
- ELECTION OF DIRECTORS. To elect thethree nominees identified in the accompanying Proxy Statement as directors to Class C for three-year terms and until their successors are elected and qualified.
- SAY-ON-PAY. To provide a non-binding advisory vote approving the compensation paid to our named executive officers in 2023.
- RATIFICATION OF THE SELECTION OF AUDITORS. To ratify the Audit Committee’s selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 2024.
- OTHER BUSINESS. To consider other business, if any, as may properly be brought before the meeting and any adjournments thereof.
Only those shareholders of record at the close of business on March 4, 2024 shall be entitled to notice of and to vote at the Annual Meeting.
This Notice of Annual Meeting of Shareholders and the accompanying proxy statement, annual report and proxy card are being mailed to shareholders on or about March 19, 2024.
You may vote by completing and returning the enclosed Proxy Card, internet, or by phone following the instructions provided on the Proxy Card.
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| | BY ORDER OF THE BOARD OF DIRECTORS |
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| | MARK R. HOLLAR, Executive Vice President, Treasurer and Chief Financial Officer |
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Enclosures
March 19, 2024
TABLE OF CONTENTS
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| | Page |
| GENERAL INFORMATION | 4 |
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| Date, Time and Place of Meeting | 4 |
| How can I attend the Annual Meeting? | 4 |
| How do I register to attend the Annual Meeting virtually on the Internet? | 4 |
| What if I have trouble accessing the Annual Meeting virtually? | 4 |
| Who is entitled to vote? | 5 |
| What proposals are to be voted on and how does the Board recommend I vote? | 5 |
| How do I vote? | 5 |
| Solicitation of Proxies | 5 |
| Board Recommendation | 5 |
| Revocability and Voting of Proxies | 6 |
| Voting of Shares and Principal Holders Thereof | 6 |
| Shares Held in Street Name | 6 |
| Shareholder Proposals | 6 |
| Availability of Proxy Materials for the Shareholders Meeting | 7 |
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| CORPORATE GOVERNANCE POLICIES, PRACTICES AND PROCEDURES | 8 |
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| ELECTION OF DIRECTORS – Proposal 1 | 8 |
| General Information | 8 |
| Nominations for Election of Directors | 9 |
| Nominating and Corporate Governance Committee Process for the Selection and Evaluation of Nominees | 9 |
| Board Diversity | 10 |
| Director Independence | 10 |
| Information about Nominees and Continuing Directors | 11 |
| Common Stock Ownership of Directors, Nominees and Executive Officers | 15 |
| Meetings of the Board of Directors | 15 |
| 2023 Director Compensation | 16 |
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| BOARD STRUCTURE AND COMMITTEES | 17 |
| Audit Committee | 18 |
| Nominating and Corporate Governance Committee | 18 |
| Compensation and Personnel Committee | 18 |
| Compensation Committee Interlocks and Insider Participation | 18 |
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| EXECUTIVE COMPENSATION | 19 |
| Compensation Tables and Additional Compensation Disclosure | 21 |
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| ADVISORY VOTE ON COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS (“Say-On-Pay”) – Proposal 2 | 26 |
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| AUDIT COMMITTEE REPORT | 27 |
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| RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 27 |
| General Information | 27 |
| Information About Fees | 28 |
| Audit Committee Pre-Approval Policies and Procedures | 28 |
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| RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – Proposal 3 | 29 |
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| ADDITIONAL INFORMATION | 29 |
| Key Employees | 29 |
| Transactions with Related Persons | 30 |
| Delinquent Section 16(a) Reports | 30 |
| Shareholder Communication with the Board of Directors | 30 |
| Householding of Proxy Materials | 30 |
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| OTHER MATTERS | 31 |
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GE
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