-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZOHflfTaNeyGXrrBzOJayLorBy6FFzBxmthxJScf3poxSuXMm0Ze3ewPR8qx9CM p2IVAVSexWsUAyKF+DXc7A== 0000895813-08-000090.txt : 20080326 0000895813-08-000090.hdr.sgml : 20080326 20080326171910 ACCESSION NUMBER: 0000895813-08-000090 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080326 DATE AS OF CHANGE: 20080326 EFFECTIVENESS DATE: 20080326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRIC CO INC CENTRAL INDEX KEY: 0000038725 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 350827455 STATE OF INCORPORATION: IN FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00362 FILM NUMBER: 08712831 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2608242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 DEFR14A 1 xdefr14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 FRANKLIN ELECTRIC CO., INC. (Name of Registrant as Specified in its Charter) ___________________________________________________ (Name of Person(s) Filing Proxy Statement) Payment of filing fee (check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ___________________________________________________________ 2) Aggregate number of securities to which transaction applies: ___________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: ___________________________________________________________ 4) Proposed maximum aggregate value of transaction: ___________________________________________________________ 5) Total fee paid: ___________________________________________________________ [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ____________________________ 2) Form, Schedule or Registration Statement No.: ______ 3) Filing Party: ______________________________________ 4) Date Filed: ________________________________________ This Amendment files the Form of Proxy accompanying the Proxy Statement originally filed and the Notice of Internet Availability of Proxy Materials. IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com ---------------------------------------------------------------------- FRANKLIN ELECTRIC CO., INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS May 2nd, 2008 The undersigned hereby appoints R. Scott Trumbull and Thomas J. Strupp, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Franklin Electric Co., Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 am, Eastern on May 2, 2008, at 120 W. Jefferson Blvd., Ft. Wayne, Indiana, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE AND "FOR" PROPOSAL 2. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[FRANKLIN ELECTRIC LOGO] VOTE BY INTERNET - WWW.PROXYVOTE.COM FRANKLIN ELECTRIC CO., INC. ----------------- 400 E SPRING ST. Use the Internet to transmit your voting instructions and for BLUFFTON, IN 46714 electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Franklin Electric Co., Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Franklin Electric Co., Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: FRANK1 KEEP THIS PORTION FOR YOUR RECORDS ------------------------------------------------------------------------------------------------------------------------ DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. FRANKLIN ELECTRIC CO., INC. FOR WITHHOLD FOR ALL To withhold authority to ALL ALL EXCEPT vote for any individual THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS nominee(s), mark "For All 1 AND 2 Except" and write the VOTE ON DIRECTORS [_] [_] [_] number(s) of the 1. To elect as Directors of Franklin nominee(s) on the line Electric Co., Inc. the nominees below. listed below. _______________________ NOMINEES: 01) David T. Brown 02) David A. Roberts 03) Howard B. Witt VOTE ON PROPOSAL FOR AGAINST ABSTAIN 2. Proposal to ratify the appointment of Deloitte & Touche, LLP as independent [_] [_] [_] registered public accounting firm for the 2008 Fiscal year. 3. In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Shareholder(s). If no direction is made, this proxy will be voted "FOR" items 1 and 2. If any other matters properly come before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion. Please indicate if you plan to attend this YES NO meeting. [_] [_] ************************************************** ********************************************** * * * * * * * * *________________________________________________* *____________________________________________* Signature [PLEASE SIGN WITHIN BOX] DATE Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON 5/2/08. THIS COMMUNICATION PRESENTS ONLY AN OVERVIEW OF THE MORE COMPLETE PROXY MATERIALS THAT ARE AVAILABLE TO YOU ON THE INTERNET. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE NOTICE & PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM To view this material, have the 12-digit Control #(s) available and visit: www.proxyvote.com ----------------- ====================================================================== IF YOU WANT TO RECEIVE A PAPER OR E-MAIL COPY OF THE ABOVE LISTED DOCUMENTS YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY. PLEASE MAKE YOUR REQUEST FOR A COPY AS INSTRUCTED BELOW ON OR BEFORE 4/14/08 TO FACILITATE TIMELY DELIVERY. To request material: INTERNET: www.proxyvote.com ----------------- TELEPHONE: 1-800-579-1639 **EMAIL: sendmaterial@proxyvote.com **If requesting material by e-mail please send a blank e-mail with the 12-DIGIT CONTROL# (LOCATED ON THE FOLLOWING PAGE) in the subject line. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor. FRANKLIN ELECTRIC CO., INC. [Image of Person] VOTE IN PERSON Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares. FRANKLIN ELECTRIC CO., INC. 400 E. SPRING ST. BUFFINGTON, IND 46714 R1FRK1 [Image of Computer] VOTE BY INTERNET To vote NOW by Internet, go to WWW.PROXYVOTE.COM. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your notice in hand when you access the web site and follow the instructions. MEETING LOCATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The 2008 Annual Meeting of Shareholders of Franklin Electric Co., Inc. will be held on May 2, 2008 at 9:00 a.m. EDT at: The Grand Wayne Center Room: Jefferson A 120 W. Jefferson Blvd. Ft. Wayne, IN 46825 The Board of Directors has fixed the close of business on February 29, 2008 for the determination of shareholders entitled to receive notice and to vote at the Annual Meeting of Shareholders or any adjournment(s) thereof. ---------------------------------------------------------------------- MEETING DIRECTIONS FOR DIRECTIONS TO THE ANNUAL MEETING, PLEASE CALL: 260-824-2900 ====================================================================== VOTING ITEMS THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2. 1. To elect as Directors of Franklin Electric Co., Inc. the nominees listed below. NOMINEES: 01) David T. Brown 02) David A. Roberts 03) Howard B. Witt 2. Ratify the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the 2008 fiscal year. 3. In their discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. ====================================================================== -----END PRIVACY-ENHANCED MESSAGE-----