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Section 1: 8-K (8-K)

2020 Shareholder Vote





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):   April 28, 2020





FRANKLIN FINANCIAL SERVICES CORPORATION

(Exact name of registrant as specified in its new charter)



Pennsylvania                                  001-38884                        25-1440803 

(State or other jurisdiction             (Commission                      (IRS Employer

of incorporation)                     File Number)                      Indent. 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 28, 2020.  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 B for a term of three years.  

 





 

 

 

 

 

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

G. Warren Elliott

 

2,914,770

 

157,206

 

479,039

Timothy G. Henry

 

2,972,925

 

99,051

 

479,039

Stanley J. Kerlin

 

2,960,835

 

111,141

 

479,039

Kimberly M. Rzomp

 

2,954,490

 

117,486

 

479,039





 

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

2,804,091

 

137,466

 

129,861

 

479,039

 

 

 

 

 

 

Proposal 3 – Amendment to the Articles of Incorporation

 





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

2,927,007

 

51,511

 

93,458

 

479,039

 

 

The proposal to amend the Articles of Incorporation was approved as the total votes cast “for” exceeded the required

minimum vote of more than 50% of all outstanding shares. 



Proposal 4 – Ratification of the selection of Crowe LLP, as the independent registered public accounting firm for 2020.  

 

 

 

 





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

3,451,085

 

37,877

 

62,053

 

0

 

 

 

The selection of Crowe LLP was ratified.





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



/s/ Timothy G. Henry 

    Timothy G. Henry, President and Chief Executive Officer



Dated: May 6, 2020


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