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): June 14, 2021

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,	Indiana	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))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.10 par value	FELE	NASDAQ	Global Select Market
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

(b) On June 14, 2021, Franklin Electric Co., Inc. (the “Company”) issued a press release announcing that effective June 14, 2021, John J. Haines has retired from his positions as Vice President and Chief Financial Officer. Mr. Haines will serve as a special advisor to support his successor during a transition period. In connection with his planned retirement, Mr. Haines entered into a Separation Agreement with the Company (the “Agreement”). Under the Agreement, Mr. Haines will be appointed as a Senior Advisor through December 31, 2021, at which time he is expected to retire from the Company. Until such retirement, Mr. Haines will continue to receive his current base compensation of $480,000 per year, will continue to be eligible for participation in the Company’s manager bonus plan during 2021 at his current target level of 75%, and will continue to participate in the Company’s benefit plans and retirement programs.

(c) The Board of Directors of the Company has appointed Jeffery L. Taylor as Mr. Haines’ successor. Mr. Taylor will serve as Vice President and Chief Financial Officer of the Company and replaces Mr. Haines as the Company’s principal financial officer.

In connection with Mr. Taylor’s appointment, he will receive an annual base salary of $475,000 and will be eligible for participation in the Company’s manager bonus plan at a target level of 75%. In addition, Mr. Taylor will be eligible to participate in the Company’s long-term incentive equity program beginning with the 2022 grant cycle in the same form as the long-term incentive awards for existing named executive officers. Mr. Taylor has been granted a special equity award of restricted common stock with a nominal value of $600,000 as of June 14, 2021, which award will vest 50% on the first anniversary of such award and the remaining 50% on the second anniversary. There is no arrangement or understanding between Mr. Taylor and any other person pursuant to which he was selected as an officer. There are no family relationships between Mr. Taylor and any director or executive officer of the Company, and he is not a party to any transaction in which the Company is a participant.

Item 7.01. Regulation FD Disclosure

On June 14, 2021, the Company issued a press release announcing the aforementioned leadership changes, which is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Description
99.1	Press release - "Franklin Electric Appoints Jeffery L. Taylor as Vice President and Chief Financial Officer and Announces Retirement of CFO John J. Haines"
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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: June 14, 2021	By	/s/ John J. Haines
		John J. Haines
		Vice President, Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

NEWS RELEASE FOR IMMEDIATE DISTRIBUTION

FRANKLIN ELECTRIC APPOINTS JEFFERY L. TAYLOR AS VICE PRESIDENT AND CHIEF FINANCIAL OFFICER AND

ANNOUNCES RETIREMENT OF CFO JOHN J. HAINES

•Jeffery L. Taylor has been appointed VP – CFO of Franklin Electric Co., Inc., effective June 14, 2021

•John J. Haines, VP – CFO of Franklin Electric Co., Inc., retires after 13 years

•Mr. Taylor brings over 20 years of finance leadership experience to Franklin Electric, including most recently as the CFO of Blue Bird Corporation (NASDAQ: BLBD)

Fort Wayne, IN – June 14, 2021 – Franklin Electric Co. Inc. (NASDAQ: FELE) announced today that Jeffery L. Taylor has been appointed Vice President and Chief Financial Officer effective June 14, 2021. John J. Haines has retired as Vice President and Chief Financial Officer of the Company but will support Mr. Taylor through an interim period to ensure a seamless transition.

“Jeff brings strong financial leadership, operational expertise and public company experience to Franklin Electric. His deep experience in supporting commercial and manufacturing organizations and proven track record of driving change that supports long-term value creation will be invaluable. I look forward to his unique perspective and skills contributing to our outstanding leadership team,” commented Gregg C. Sengstack, CEO and Chairperson of Franklin Electric.

Mr. Sengstack continued, “John Haines joined Franklin Electric in 2008, during the height of the financial crisis. He has led our finance organization through a period of significant growth, both organic and inorganic. As a key member of the Franklin leadership team, he had a significant impact on our strategic direction and made many contributions to our Company. John will be available for the balance of 2021 to assist Jeff with his transition to Franklin Electric. We wish John all the best for his future and thank him for his years of service.”

Most recently, Mr. Taylor was the CFO of Blue Bird Corporation (NASDAQ: BLBD), a leading manufacturer of school buses, since 2020. He had previously been Senior Vice President and Chief Financial Officer of Wabash National Corporation (NYSE: WNC) from 2014 to 2020. Earlier in his career, Mr. Taylor worked at King Pharmaceuticals and Eastman Chemical Company, progressing through multiple finance positions that supported commercial and manufacturing business teams, Financial Planning and Analysis, Treasury, and Investor Relations.

Mr. Taylor holds a bachelor’s degree in chemical engineering from Arizona State University and a Master of Business Administration from the University of Texas.

Forward Looking Statements

"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, 2020, 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.

About Franklin Electric

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.

Franklin Electric Contact:

Victoria Sivrais

Partner

Clermont Partners, LLC

312-690-6004

FELEIR@clermontpartners.com

XML

Cover	Jun. 14, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 14, 2021
Entity Registrant Name	FRANKLIN ELECTRIC CO., INC.
Entity Incorporation, State or Country Code	IN
Entity File Number	0-362
Entity Tax Identification Number	35-0827455
Entity Address, Address Line One	9255 Coverdale Road
Entity Address, City or Town	Fort Wayne,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46809
City Area Code	260
Local Phone Number	824-2900
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	FELE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000038725
Amendment Flag	false