Franklin Electric Co. Inc. Files Definitive Proxy Statement

Ticker: FELE · Form: DEF 14A · Filed: Mar 19, 2024 · CIK: 38725

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Franklin Electric, Corporate Governance

TL;DR

<b>Franklin Electric Co. Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and corporate governance information.</b>

AI Summary

FRANKLIN ELECTRIC CO INC (FELE) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. Franklin Electric Co. Inc. filed a Definitive Proxy Statement (DEF 14A) on March 19, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 9255 Coverdale Road, Fort Wayne, IN 46809. The filing includes information related to executive compensation, including grant date fair value of equity awards and changes in pension values for the years 2020-2023. The SIC code for Franklin Electric Co. Inc. is 3621 (Motors & Generators).

Why It Matters

For investors and stakeholders tracking FRANKLIN ELECTRIC CO INC, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation packages, equity awards, and pension plan changes, enabling informed voting decisions on related proposals. The detailed breakdown of compensation components and their valuations allows investors to assess alignment between executive pay and company performance, a key factor in corporate governance.

Risk Assessment

Risk Level: low — FRANKLIN ELECTRIC CO INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and any shareholder proposals to make informed voting decisions at the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did FRANKLIN ELECTRIC CO INC file this DEF 14A?

FRANKLIN ELECTRIC CO INC filed this Proxy Statement (DEF 14A) with the SEC on March 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FRANKLIN ELECTRIC CO INC (FELE).

Where can I read the original DEF 14A filing from FRANKLIN ELECTRIC CO INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FRANKLIN ELECTRIC CO INC.

What are the key takeaways from FRANKLIN ELECTRIC CO INC's DEF 14A?

FRANKLIN ELECTRIC CO INC filed this DEF 14A on March 19, 2024. Key takeaways: Franklin Electric Co. Inc. filed a Definitive Proxy Statement (DEF 14A) on March 19, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 9255 Coverdale Road, Fort Wayne, IN 46809..

Is FRANKLIN ELECTRIC CO INC a risky investment based on this filing?

Based on this DEF 14A, FRANKLIN ELECTRIC CO INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for publicly traded companies and does not indicate any unusual financial or operational distress.

What should investors do after reading FRANKLIN ELECTRIC CO INC's DEF 14A?

Review the executive compensation details and any shareholder proposals to make informed voting decisions at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does FRANKLIN ELECTRIC CO INC compare to its industry peers?

Franklin Electric Co. Inc. operates in the Motors & Generators industry (SIC 3621). This filing is a standard proxy statement for a publicly traded company.

Are there regulatory concerns for FRANKLIN ELECTRIC CO INC?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders, particularly concerning executive compensation and voting matters.

Industry Context

Franklin Electric Co. Inc. operates in the Motors & Generators industry (SIC 3621). This filing is a standard proxy statement for a publicly traded company.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders, particularly concerning executive compensation and voting matters.

What Investors Should Do

  1. Review the executive compensation table for details on salaries, bonuses, and equity awards for named executive officers.
  2. Examine any proposals being presented to shareholders for a vote, such as director elections or advisory resolutions on executive compensation.
  3. Note the dates and details of equity awards and pension plan adjustments for key executives over the past few fiscal years.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a prior filing is immediately apparent in the provided header information.

Filing Stats: 4,562 words · 18 min read · ~15 pages · Grade level 11.8 · Accepted 2024-03-19 17:07:07

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 6

Security Ownership of Management

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

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 Annual Report on Form 10-K 52 Other Business 52 FRANKLIN ELECTRIC CO., INC. 9255 Coverdale Road, Fort Wayne, Indiana 46809 ______________________________ PROXY STATEMENT ______________________________ Annual Meeting of Shareholders to be Held on May 3, 2024 GENERAL INFORMATION This Proxy Statement and the enclosed proxy are furnished to shareholders in connection with the solicitation of proxies by the Board of Directors of Franklin Electric Co., Inc. (the "Company"), 9255 Coverdale Road, Fort Wayne, Indiana 46809 for use at the Annual Meeting of Shareholders to be held on May 3, 2024, or any adjournment or postponement thereof. Shareholders were sent a Notice of the Annual Meeting of Shareholders (the "Annual Meeting"), as well as information regarding how to access this Proxy Statement and the Company's 2023 Annual Report, including the financial statements contained therein, beginning on or about March 19, 2024. The expenses of solicitation, including the cost of printing and mailing, will be paid by the Company. Officers and employees of the Company, without additional compensation, may solicit proxies personally, by telephone, email, or by facsimile. Arrangements will also be made with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation materials to the beneficial owners of shares held of record by such persons, and the Company will reimburse such entities for reasonable out-of-pocket expenses incurred by them in connection therewith. 3 NOTICE AND VOTING INSTRUCTIONS Shareholders will receive a Notice Card with information regarding the availability of proxy materials over the int

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table shows the persons known by the Company to be the beneficial owners of more than five percent of the Company's Common Stock as of March 4, 2024, unless otherwise noted. The nature of beneficial ownership is sole voting and dispositive power, unless otherwise noted. Name and address of beneficial owner Amount and nature of beneficial ownership Percent of class BlackRock, Inc. 50 Hudson Yards New York, NY 10001 7,373,905 (1) 16.00 % The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 4,720,914 (2) 10.24 % Patricia Schaefer 5400 Deer Run Court Muncie, IN 47304 3,000,168 (3) 6.51 % Diane D. Humphrey 2279 East 250 North Bluffton, IN 46714 2,731,254 (4) 5.92 % (1) According to a Schedule 13G filed with the SEC, as of December 31, 2023, BlackRock. Inc. has sole voting power with respect to 7,239,240 shares and sole dispositive power with respect to 7,373,905 shares. (2) According to a Schedule 13G filed with the SEC, as of December 29, 2023, The Vanguard Group has shared voting power with respect to 83,042 shares, sole dispositive power with respect to 4,594,029 shares and shared dispositive power with respect to 126,885 shares. (3) Pursuant to agreements with Ms. Schaefer, the Company has a right of first refusal with respect to 2,416,080 shares owned by Ms. Schaefer. (4) Pursuant to agreements with Ms. Humphrey, the Company has a right of first refusal with respect to 2,424,450 shares owned by Ms. Humphrey. 6

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT The following table shows the number of shares of Common Stock beneficially owned by directors, nominees, each of the executive officers named in the "Summary Compensation Table" on page 31 of this Proxy Statement and all executive officers and directors as a group, as of March 4, 2024. The nature of beneficial ownership is sole voting and investment power, unless otherwise noted, except for restricted shares, with respect to which the holder has investment power only after the shares vest. Name of beneficial owner Amount and nature of beneficial ownership Percent of class Victor D. Grizzle 0 (2) * Alok Maskara 8,212 * Renee J. Peterson 724 (2) * Jennifer L. Sherman 0 (2) * Thomas R. VerHage 0 (2) * Chris Villavarayan 3,083 (2) * David M. Wathen 3,225 (2) * Gregg C. Sengstack 958,475 (1)(5)(6)(7) 2.08 Jeffery L. Taylor 22,808 (1)(4) * Jonathan M. Grandon 85,681 (1)(4)(7) * DeLancey W. Davis 17,605 (1)(3)(5)(7) * Jay J. Walsh 40,147 (1)(3)(4)(5)(7) * Donald P. Kenney 93,310 (1)(3)(7) * All directors and executive officers as a group 1,255,052 (1)(2)(3)(4)(5)(6)(7) 2.72 * Less than 1 percent of class (1) Includes shares issuable pursuant to stock options exercisable within 60 days after March 4, 2024 as follows: Mr. Sengstack, 526,866; Mr. Taylor, 8,673; Mr. Grandon, 64,428; Mr. Davis, 8,014; Mr. Walsh, 25,724; and Mr. Kenney, 69,979. All directors and executive officers as a group, 711,725. (2) Does not include stock units credited pursuant to the terms of the Non-Employee Directors' Deferred Compensation Plan described under "Director Compensation" to: Mr. Grizzle, 10,681; Ms. Peterson, 37,206; Ms. Sherman, 40,563; Mr. VerHage, 57,902; Mr. Villavarayan, 2,412; and Mr. Wathen, 92,970. (3) Includes shares held by the 401(k) Plan Trustee as of March 4, 2024: Mr. Davis, 126; Mr. Walsh, 21; and Mr. Kenney, 104. All executive officers as a group, 4,538. (4) Includes unvested restricted shares as follow

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