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): April 15, 2015

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

Indiana	0-362	35-0827455
(State of incorporation)	(Commission File Number)	(IRS employer identification no.)

9255 Coverdale Road
Fort Wayne, IN	46809
(Address of principal executive offices)	(Zip code)

(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))

Item 1.01. Entry into a Material Definitive Agreement.

On April 15, 2015, Franklin Electric Co., Inc. (the “Company”) entered into a Stock Redemption Agreement (the “Agreement”) with Ms. Patricia Schaefer and Ms. Diane Humphrey (the “Schaefer Heirs”).

The Schaefer Heirs currently own 6,259,516 shares of Company stock bestowed to them by their father under a stock redemption agreement dated October 28, 1988 (the “Shares”).

Pursuant to the terms of the Agreement, the Schaefer Heirs are restricted from transferring the Shares without first offering them to the Company (except with respect to certain permitted transferees and in certain limited circumstances). Further, upon the death of a Schaefer Heir, if the estate representative offers to transfer the Shares to the Company and the Company declines to purchase the Shares, the representative is required to participate in negotiations with an institutional holder for the purchase of those Shares. If such negotiations do not result in a sale of the offered Shares, the representative may sell the offered Shares on the open market.

The Agreement is subject to a number of terms and conditions, and the description of the Agreement herein is qualified in its entirety by reference to the copy of the Agreement which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2015, R. Scott Trumbull informed the Board of Directors of Franklin Electric Co., Inc. that he has decided to retire as a director effective as of the conclusion of the Board meeting scheduled to conclude immediately following the 2015 Annual Meeting of Shareholders. Following Mr. Trumbull’s decision to retire as a director, the Board appointed Gregg C. Sengstack, President and Chief Executive Officer, as Chairman of the Board, effective as of the conclusion of the 2015 Annual Meeting of Shareholders, to succeed Mr. Trumbull whose position as Non-Executive Chairman will end as of the conclusion of the 2015 Annual Meeting of Shareholders.

A copy of the press release announcing Mr. Trumbull’s retirement as a director and the appointment of Mr. Sengstack as Chairman of the Board is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Description
99.1	Stock Redemption Agreement, dated April 15, 2015, between the Company and Ms. Patricia Schaefer and Ms. Diane Humphrey
99.2	Press release dated April 20, 2015, announcing the retirement of R. Scott Trumbull as a director and the appointment of Gregg C. Sengstack as Chairman of the Board of Directors of Franklin Electric Co., Inc.

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)

Date: April 20, 2015	By	/s/ John J. Haines
		John J. Haines
		Vice President and Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Stock Redemption Agreement, dated April 15, 2015, between the Company and Ms. Patricia Schaefer and Ms. Diane Humphrey
99.2	Press release dated April 20, 2015, announcing the retirement of R. Scott Trumbull as a director and the appointment of Gregg C. Sengstack as Chairman of the Board of Directors of Franklin Electric Co., Inc.

EX-99.1

Exhibit 99.1

Stock Redemption Agreement

This Stock Redemption Agreement (this “Agreement”), is dated as of the 15^th day of April 2015, and is by and among Patricia Schaefer and Diane D. Humphrey (each, a “Schaefer Heir” and collectively, the “Schaefer Heirs”) and Franklin Electric Co., Inc., an Indiana corporation (the “Company”).

Whereas, Mr. Edward J. Schaefer (“Mr. Schaefer”) and the Company entered into a Stock Redemption Agreement, dated October 28, 1988, and a Supplement to Stock Redemption Agreement, dated December 12, 1988 (collectively “Original SRA”);

Whereas, Mr. Schaefer is now deceased, and the Schaefer Heirs collectively own 6,259,516 issued and outstanding common shares of the Company that were bestowed to the Schaefer Heirs in compliance with the Original SRA (such shares, together with the shares described in Section 4 of this Agreement, the "Shares”);

Whereas, the parties recognize that the Shares represent a significant amount of the Company’s capital stock and a significant portion of each of the Schaefer Heirs’ assets and, in the event of either Schaefer Heirs’ death, the transfer of Shares may result in material federal and state death taxes and costs which will have to be paid by the Schaefer Heirs’ estate;

Whereas, the parties desire that the Company be afforded the opportunity to purchase or arrange for the purchase of any of the Shares that the Schaefer Heirs or their estate(s) may propose to transfer in the future;

Now, Therefore, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Restrictions on Transfer. Neither of the Schaefer Heirs shall dispose of or transfer any Shares, whether by assignment, encumbrance, pledge, sale, transfer for value, transfer by gift, hypothecation, conveyance in trust, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers, transfers in connection with any type of proceeding or settlement, transfers to creditors, trustees or receivers in bankruptcy proceedings, or general assignees for the benefit of creditors, in each case, whether directly or indirectly, or whether by operation of law, or otherwise (each, a “Transfer”) except as provided in this Agreement. If either of the Schaefer Heirs desires to effect a Transfer (other than to a Permitted Transferee) of all or a portion of her Shares, she shall first offer the same for sale to the Company in accordance with this Agreement.

a. Notice. The offer to the Company contemplated by the foregoing shall be in writing and sent to the Secretary of the Company in accordance with the notice provisions of Section 10 of this Agreement (the “Notice”). The Notice shall set forth the name and address of the prospective transferee, the number of the Shares involved in the proposed Transfer, the terms of the proposed Transfer, and the purchase price or other consideration (if any) proposed to be paid in connection with the proposed Transfer.

b. Price Per Share. The Company may, at any time within 90-days after delivery of the Notice, elect to purchase all of the Shares described in the Notice. Such Shares shall be purchased by the Company as follows:

i. If the proposed Transfer is to any prospective transferee (other than a Permitted Transferee), the price per Share will be the net cash price per Share offered by the prospective transferee to the Schaefer Heirs.

ii. If the proposed Transfer (other than a Transfer to a Permitted Transferee, as defined below) is a gift or is for consideration that is something other than cash, the purchase price for each Share payable by the Company shall be equal to the average closing price for the common shares of the Company as reported on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) during the 20 trading days immediately prior to date the Response is delivered to the Schaefer Heirs.

c. Response. If the Company elects to purchase the Shares offered in a Notice, it shall notify the respective Schaefer Heir in writing, which shall include the terms of the Company's exercise of its rights (the "Response"), and the Response shall fix a closing date (the "Closing") not more than 30-days after delivery of the Response

to Schaefer Heirs or such later date if the Company is restricted from purchasing the Shares under applicable law.

d. No Response. If the Company does not provide a Response within 90 days after delivery of the Notice, the Schaefer Heir may dispose of the Shares described in the Notice during the 30 days following expiration of the 90-day period but only at the price and on the terms specified in the Notice. If the Shares are so Transferred, the transferee will receive the Shares free of the restrictions set forth in this Agreement; if the Shares are not Transferred during the 30-day period, they shall again become subject to the restrictions set forth in this Agreement.

2. Permitted Transfers.

a. Notwithstanding the Transfer restrictions set forth in Section 1 of this Agreement, either of the Schaefer Heirs shall have the right to effect a Transfer of all or a portion of her Shares, at any time, without offer to the Company, to the following transferees ("Permitted Transferees"):

i. one or more descendants of either Schaefer Heir (natural or by adoption) or trusts for the benefit of any such descendants;

ii. “Charitable Organizations” as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as from time to time amended (the "Code");

iii. Ms. Louise Marsh and her descendants; or

iv. other transferees:

1. where the amount transferred to any such transferee does not exceed 1,000 Shares in the aggregate; and

2. where the amount transferred to all transferees, in any calendar year, does not exceed 4,000 Shares, per Schaefer Heir.

b. Charitable Organization Purchase Price. In the event any Shares are Transferred by either Schaefer Heir to a Charitable Organization, such Schaefer Heir shall notify the Company of such Transfer at least 60 days prior to the Transfer to the Charitable Organization. The Company may elect to purchase such Shares from the Charitable Organization at a purchase price equal to the average closing price for the common shares of the Company as reported on NASDAQ during the 20 trading days immediately following delivery of the notice from the Company to the Charitable Organization. The closing shall occur on a date that is not more than 30 days following delivery of such notice from the Company to the Charitable Organization, or such later date if the Company is restricted during such 30-day period from purchasing the Shares under applicable law.

c. Restrictive Legend. In the event either Schaefer Heir Transfers any of the Shares to any Permitted Transferee, the Company hereby directs that such Transferred Shares bear the following legend:

"Ownership, assignment, encumbrance, pledge, sale, transfer, or other disposition of the shares evidenced by this certificate of stock, or any certificates issued in lieu thereof, is subject to the restrictions contained in a Stock Redemption Agreement dated the 15^th day of April, 2015, by and among Patricia Schaefer, Diane D. Humphrey and the Company, a copy of which may be obtained upon request and without charge from the Secretary of the Company."

3. Death of Schaefer Heirs.

a. Upon the death of either Schaefer Heir (the “Decedent”), the Decedent’s Shares, or a portion thereof, may be disposed of through:

i. Testamentary disposition; or

ii. Offer to the Company.

b. Testamentary Disposition. Either Decedent may make testamentary dispositions of her Shares to Permitted Transferees. Any such Permitted Transferee who is not a party to this Agreement at the time of such Transfer shall expressly agree in writing, prior to any Transfer, to be bound by all of the obligations, and entitled to all of the rights, of the Schaefer Heirs as set forth in this Agreement, and the Company may direct the Company’s stock transfer agent to withhold any such Transfer until such written agreement has been provided.

c. Sale to the Company.

i. For purpose of this Section 3 of this Agreement, and upon the death of a Schaefer Heir, each of the following persons is referred to as the “Representative”:

1. the executor or administrator of the Decedent’s probate estate; and

2. the trustee of a trust which is included in the Decedent's gross estate for federal estate or generation skipping tax purposes and which is obligated to pay (directly or through a binding obligation to

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contribute) all or part of the federal estate or generation skipping tax incurred by the Decedent's estate.

ii. Purchase Request. The Representative must request that the Company purchase from the Representative all or any portion of the Shares by making such request in writing (the “Request”). The Company acknowledges that any Request is not an offer to sell the Shares that are the subject of the Request.

1. The Request may be given by the Representative at any time after the Decedent's death and within the period of time provided for in Section 303 of the Code.

2. Upon receipt of the Request, the Company will then have 15 calendar days to either:

a. refuse to purchase any Shares offered in the Request;

b. offer to purchase some of the Shares offered in the Request at a price determined by the Company, which is agreeable to the Representative; or

c. offer to purchase all of the Shares offered in the Request at a price determined by the Company, which is agreeable to the Representative

3. The closing for any Shares which the Company has agreed to purchase, and the Representative has agreed to sell, pursuant to Section 3(c)(ii)(2)(b) or 3(c)(ii)(2)(c) shall occur on a date that is not more than 45 days following delivery of the Request from the Representative to the Company, or such later date if the Company is restricted during such 45-day period from purchasing the Shares under applicable law or Company policy.

4. If within 25 days following receipt of the Request, the Company either refuses to purchase any Shares offered in the Request, or no purchase agreement has been executed by Company and the Representative with respect to any of the Shares offered in the Request (the “Refused Shares”), the Company shall provide the Representative a list of not more than 10 Institutional Shareholders that the Representative may desire to approach if the Representative wants to find an alternate buyer for such Shares (the “Institutional Shareholder List”). Such list shall contain the name and contact information for each Institutional Shareholder identified thereon. For purposes of this Agreement, the term “Institutional Shareholder” shall mean a bank, pension fund, labor union, or insurance company that makes substantial investments on a stock exchange and which is a shareholder of the Company at the time of the death of the applicable Schaefer Heir.

iii. Permitted Sales to Institutional Shareholders.

1. If the Representative receives the Institutional Shareholder List and the Representative wants to find an alternate buyer for the Refused Shares, for a period of 60 days after receipt of the Institutional Shareholder List, the Representative shall use commercially reasonable efforts to solicit offers to purchase the Refused Shares from Institutional Shareholders identified on the Institutional Shareholder List.

2. Right of First Refusal. Notwithstanding the foregoing, before the Representative may sell any Refused Shares or accept any offer to purchase the Refused Shares from an Institutional Shareholder, the Representative must offer the Refused Shares to the Company on the same terms and conditions, net of any anticipated or proposed underwriting, brokerage, or related charges or fees, offered to or received from the Institutional Shareholder for such Refused Shares (the “Right of First Refusal Offer”). The Company will then have seven calendar days to accept the terms set forth in the Right of First Refusal Offer. If the Company does not accept the Right of First Refusal Offer within such seven calendar-day period, the Representative may proceed with the sale of such Refused Shares to the Institutional Shareholder but only if such sale is on the same terms and conditions set forth in the Right of First Refusal Offer. Upon the sale of Refused Shares to an Institutional Shareholder in compliance with the terms and conditions set forth in this Section 3(c)(iii)(2), such transferred Refused Shares shall be free from any transfer restrictions set forth in this Agreement and the Company shall cause the applicable restrictive legend attached to such Refused Shares to be removed.

iv. Permitted Sales to Open Market. If the Representative either does not timely receive the Institutional Shareholder List, or is unable to sell the Refused Shares to an Institutional Shareholder after complying with the terms and conditions set forth in Section 3(c)(iii), then the Representative may only sell the Refused Shares on the open market provided that the total number of Refused Shares that the

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Representative may sell on any trading day shall not exceed the average daily trading volume of all shares of the Company’s capital stock during the prior 30 trading days.

4. Change in Shares. In the event that any new shares of capital stock of the Company shall be issued in respect of, or in exchange for, or in reclassification of the Shares, including any pursuant to any stock split, stock dividend or similar transaction occurring after the date hereof, the provisions of this Agreement shall apply to such new shares; and the Share limits in Section 2(a)(iv) shall be adjusted to proportionately reflect any such issuance, exchange or reclassification of new Shares.

5. Blackout Period. Notwithstanding anything to the contrary contained in this Agreement, if the Company is in a “blackout period” (for insider trading purposes) during any required notice or response periods applicable to the Company pursuant to the terms of this Agreement, then any such notice or response period(s) shall be extended to permit such notice or response from the Company during an “open window” period.

6. Termination of Original SRA. The Original SRA is hereby terminated in all respects and hereafter shall be of no force or effect.

7. Termination of this Agreement. This Agreement may be terminated in a writing signed by the Company and any holder of the Shares except that such termination shall have no effect on any of the Shares held by any party other than such holder. The termination of this Agreement for any reason shall not affect any right or remedy existing hereunder before the effective date of termination.

8. Assignment. The Company may assign, in whole or in part, its rights or obligations to purchase Shares to one or more other parties. The Schaefer Heirs shall not assign, in whole or in part, their rights or obligations under this Agreement except as specifically permitted by this Agreement.

9. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Indiana without giving effect to any conflict of law provisions thereof.

10. Notices. All notices or other communications required or permitted under this Agreement shall be made in writing and shall be deemed delivered when delivered personally or two trading days after deposit in the United States Mail, via certified mail with return receipt requested, addressed to the person or entity for whom it is intended. The address of the Company shall be its principal place of business, and the address of any holder of any of the Shares shall be the last known address in the stock transfer records of the Company of such holder. Any holder of the Shares can change his, her or its address by written notice to the Secretary of the Company.

11. Binding Effect. This Agreement shall be binding upon and to the benefit of (a) the Company, its successors and assigns, and (b) the Schaefer Heirs, the Representatives and the Permitted Transferees.

12. Entire Agreement. This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes all previous agreements, arrangements, communications, and understandings, whether oral or written, respecting the subject matter hereof. This Agreement shall not be modified or amended except by mutual written agreement of the Company, any Schaefer Heir then owning Shares, and Permitted Transferee who then owns Shares as a result of any Transfer permitted under Section 3(b).

13. Headings. Headings appearing in this Agreement are for convenience only and shall not be deemed to explain, limit, or amplify the provisions hereof.

14. Invalidity. If any term, clause, or provision of this Agreement is declared or held invalid by any court of competent jurisdiction, such declaration or holding shall not affect the validity of the other terms, clauses, or provisions of this Agreement.

15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original all of which, when taken together, shall constitute one instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart.

In Witness Whereof, the Schaefer Heirs and the Company have executed this Agreement as of the day and year first written above.

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/s/ Patricia Schaefer	/s/ Diane D. Humphrey
Patricia Schaefer	Diane D. Humphrey
Franklin Electric Co., Inc. By: _ /s/ Gregg C. Sengstack______         Gregg C. Sengstack                President and CEO

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EX-99.2

Exhibit 99.2

For Immediate Release    

For Further Information

Refer to: John J. Haines

260-824-2900

FRANKLIN ELECTRIC ANNOUNCES SCOTT TRUMBULL’S RETIREMENT FROM THE BOARD AND THE APPOINTMENT OF GREGG SENGSTACK AS CHAIRMAN

Fort Wayne, IN - April 20, 2015 - The Board of Directors of Franklin Electric Co., Inc. (NASDAQ: FELE) announced today that Chairman of the Board, R. Scott Trumbull, will retire from the Board at the conclusion of the 2015 Annual Meeting of Shareholders to be held on Friday May 8, 2015. Upon Mr. Trumbull’s retirement, the Board has appointed Mr. Gregg C. Sengstack to serve as Chairman.

Mr. Trumbull first joined the Franklin Electric Board in 1998, he was named Chairman and Chief Executive Officer in 2002, and in May 2014 retired as Chief Executive Officer, retaining his role as Chairman.

Mr. Sengstack first joined the Company in 1988. He served as President and Chief Operating Officer beginning in 2011 and was appointed as President and Chief Executive Officer in May 2014.

David A. Roberts, Chairman of the Corporate Governance Committee of the Franklin Electric Board of Directors commented on behalf of the Board:

“The Board is grateful for Scott’s many years of remarkable leadership and wishes him luck in retirement. Although his legacy will be difficult to surpass, the Board is confident in Gregg’s ability to lead both the Company and the Board.”

Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and fuel. Recognized as a technical leader in its products and services, Franklin Electric serves customers around the world in residential, commercial, agricultural, industrial, municipal, and fueling applications.

__________________________________________________________________________________________________________

“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, 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 January 3, 2015, 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.