2017 Shareholder Vote









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 26, 2017





FRANKLIN FINANCIAL SERVICES CORPORATION

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



Pennsylvania                                  0-12126                        25-1440803

(State or other jurisdiction             (Commission                      (IRS Employer

of incorporation)                     File Number)                      Indent. 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:



o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o

Soliciting material pursuant to Rule 14a –12 under the Exchange Act (17 CFR 240.14a –12)



o

Pre-commencement communications pursuant to Rule 14d – 2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o

Pre-commencement communications pursuant to Rule 13e – 4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 

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 25, 2017.  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 four Directors to Class A for a term of three years.  















 

 

 

 

 

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

G. Warren Elliott

 

1,541,666

 

122,756

 

930,995

Timothy G. Henry

 

1,563,677

 

100,745

 

930,995

Stanley J. Kerlin

 

1,536,197

 

128,224

 

930,995

Martha B. Walker

 

1,522,182

 

142,239

 

930,995





Directors  Elliott, Henry, Kerlin and Walker were elected.

 

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











 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

1,477,603

 

142,619

 

44,199

 

930,995





Proposal 3 – Advisory Vote on Frequency of Say-On-Pay Vote (Say-On-Frequency).











 

 

 

 

 

 

 

 

Annual

 

Every 2 Years

 

Every 3 Years

 

Abstentions

 

Broker Non-Votes

1,398,988

 

104,272

 

13,530

 

147,631

 

930,995



Based upon the recommendation of the Board of Directors and the results of the shareholder vote on Proposal 3, the Company will conduct a shareholder advisory vote on executive compensation annually.



Proposal 4 – Ratification of the selection of BDO USA, LLP, as the independent registered public accounting firm for 2017.













 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

2,532,567

 

17,361

 

45,488

 

0





The selection of BDO USA, LLP was ratified.





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



/s/ Timothy G. Henry 

    Timothy G. Henry, President and Chief Executive Officer



Dated: April 26, 2017