8-K

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 2, 2025

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

(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:

Indicate by check mark whether the registrant is an emerging growth company 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 2, 2025, the Board of Directors of Franklin Electric Co., Inc., (the “Board”) elected Jennifer L. Sherman to serve as Chairperson of the Board for a term expiring at the 2026 Annual Meeting of Shareholders.

On May 7, 2025, the Board appointed Mr. Mark A. Carano as a director for a term expiring at the 2027 Annual Meeting of Shareholders. The press release announcing Ms. Sherman and Mr. Carano appointments is attached hereto as Exhibit 99.1.

Mr. Carano 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, 2024, to which the Company was or is to be a party, and in which Mr. Carano 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

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)

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Russ Fleeger

Franklin Electric Co., Inc.

260.824.2900

Franklin Electric Announces Announces Appointment of Jennifer L. Sherman as Chairperson; Mark Carano Elected to be a Director of the Company

Fort Wayne, IN – May 8, 2025 – The Board of Directors of Franklin Electric Co., Inc. (NASDAQ: FELE) has elected Jennifer L. Sherman, President and Chief Executive Officer of Federal Signal Corporation, as Chairperson effective as of May 2, 2025 for a term expiring at the 2026 Annual Meeting of Shareholders. Ms. Sherman has been a Director of the Company since 2015. Joe Ruzynski, the Company’s Chief Executive Officer, commented: “I want to congratulate Jennifer on her election as Chairperson of Franklin Electric. She knows the Company well, having served on our Board of Directors for 10 years, and I am looking forward to working closely with her to further develop and refine Franklin’s strategy.”

In addition, the Company is pleased to announce that Mark A. Carano, Vice President, Chief Financial Officer and Treasurer of SPX Technologies, Inc. has been appointed as a director of the Company effective May 7, 2025 for a term expiring at the 2027 Annual Meeting of Shareholders. Mr. Carano has served in that role since 2023. Prior thereto, Mr. Carano served as Senior Vice President, Chief Financial Officer and Treasurer of Insteel Industries, Inc., and Chief Financial Officer of Big River Steel LLC, following 14 years in investment banking.

Mr. Carano earned a Bachelor of Arts degree from Vanderbilt University and a MBA from Northwestern University’s Kellogg Business School.

Ms. Sherman, Franklin’s Chairperson of the Board, commented: “I have confidence that Mark’s extensive financial and manufacturing sector experience will provide a unique perspective to our deliberations. His investment banking and corporate deal-making experience will be invaluable as Franklin Electric continues to look for opportunities to grow through accretive acquisitions. I join my fellow directors in welcoming Mark to the Board and we look forward to benefitting from his leadership and expertise.”

About Franklin Electric

Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and energy. Recognized as a technical leader in its products and services, Franklin Electric serves customers worldwide in residential, commercial, agricultural, industrial, municipal, and fueling applications. Franklin Electric is proud to be recognized in Newsweek’s lists of America’s Most Responsible Companies 2024, Most Trustworthy Companies 2024, and Greenest Companies 2025; Best Places to Work in Indiana 2024; and America’s Climate Leaders 2024 by USA Today.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those relating to market conditions or the Company’s financial results, costs, expenses or expense reductions, profit margins, inventory levels, foreign currency translation rates, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, weather conditions, new housing starts, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, future trends, epidemics and pandemics, and other risks which are detailed in the Company’s Securities and Exchange Commission filings, included in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, Exhibit 99.1 attached thereto and in Item 1A of Part II of the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements