8-K
FRANKLIN FINANCIAL SERVICES CORP /PA/ (FRAF)
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: April 28, 2023
FRANKLIN FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its new charter)
| Pennsylvania | 001-38884 | 25-1440803 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 20 South Main Street, Chambersburg, PA | 17201 | |
| --- | --- | |
| (Address of principal executive office) | (Zip Code) | |
| Registrant's telephone number, including area code | (717) 264-6116 |
N/A
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K 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:
| | ||
|---|---|---|
| | ||
| Title of class | Symbol | Name of exchange on which registered |
| Common stock | FRAF | Nasdaq Capital Market |
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 5.07 Submission of Matters to a Vote of Security Holders.
Franklin Financial Services Corporation (the “Company”) held its annual meeting of shareholders on April 25, 2023. The Board of Directors submitted the following proposals to a vote of security holders and the results of the voting on each proposal are presented below.
Proposal 1 – Election of four Directors to Class A for a term of three years.
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| G. Warren Elliott | 2,165,010 | 136,390 | 615,929 |
| Timothy G. Henry | 2,255,048 | 46,351 | 615,929 |
| Stanley J. Kerlin | 2,170,543 | 130,857 | 615,929 |
| Kimberly M. Rzomp | 2,252,754 | 48,645 | 615,929 |
Directors Elliott, Henry, Kerlin and Rzomp were elected.
Proposal 2 – Advisory Vote on Compensation of Named Executive Officers (Say-On-Pay).
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 1,988,989 | 221,298 | 91,112 | 615,929 |
Proposal 3 – Advisory Vote on frequency of Say-On-Pay vote.
| Annual | Every 2 Years | Every 3 Years | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2,026,900 | 40,378 | 73,231 | 160,890 | 615,929 |
Proposal 4 – Ratification of the selection of Crowe LLP, as the independent registered public accounting firm for 2023.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 2,878,816 | 22,292 | 16,220 | 0 |
The selection of Crowe LLP was ratified.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits. The following exhibits are filed herewith:
Number Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURES
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 FINANCIAL SERVICES CORPORATION
By: /s/ Timothy G. Henry
Timothy G. Henry
President and Chief Executive Officer
Dated: April 28, 2023