fraf-20240426x8k

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: April 26, 2024

FRANKLIN FINANCIAL SERVICES CORPORATION

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

Pennsylvania

001-38884

25-1440803

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification 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 23, 2024. 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 three Directors to Class C for a term of three years.


Director	Votes For	Votes Withheld	Broker Non-Votes
Kevin W. Craig	2,162,357	105,813	610,853
Daniel J. Fisher	2,099,141	169,029	610,853
Donald H. Mowery	2,112,686	155,484	610,853

Directors Craig, Fisher and Mowery were elected.

Proposal 2 – Advisory Vote on Compensation of Named Executive Officers (Say-On-Pay).


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,027,915	160,258	79,997	610,853

The compensation of named executive officers was approved on an advisory basis.

Proposal 3 – Ratification of the selection of Crowe LLP, as the independent registered public accounting firm for 2024.


Votes For	Votes Against	Abstentions	Broker Non-Votes
2,805,865	48,047	25,111	0

The selection of Crowe LLP was ratified.

Item 9.01 Financial Statements and Exhibits

Number Description

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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

By: /s/ Timothy G. Henry

Timothy G. Henry

President and Chief Executive Officer

Dated: April 26, 2024

Franklin Financial Services Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits