UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 12, 2013
FRANKLIN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Virginia | 1-35085 | 27-4132729 | ||
| (State or Other Jurisdiction of | (Commission | (IRS Employer | ||
| Incorporation) | File Number) | Identification No.) |
| 4501 Cox Road, Glen Allen, Virginia | 23060 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(804) 967-7000
(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 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The annual meeting of stockholders of Franklin Financial Corporation (the “Company”) was held on February 12, 2013. |
| (b) | The final vote results for each of the matters submitted to a vote of stockholders at the annual meeting are as follows: |
| 1. | The following individuals were elected as directors of the Company, to serve for terms of three years or until their successors are elected and qualified, by the following vote: |
| FOR | WITHHELD | BROKER NON-VOTES | ||||||||||
| Warren A. Mackey | 9,846,425 | 105,857 | 1,845,011 | |||||||||
| Richard W. Wiltshire, Jr. | 9,846,425 | 105,857 | 1,845,011 | |||||||||
| Percy Wootton | 9,697,675 | 254,607 | 1,845,011 | |||||||||
| 2. | The appointment of McGladrey LLP as the independent registered public accounting firm of Franklin Financial Corporation for the fiscal year ending September 30, 2013 was ratified by the stockholders by the following vote: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 11,727,031 | 40,807 | 29,455 | ||||||||
| 3. | A resolution to approve the compensation of the Company’s named executive officers was approved by stockholders by the following non-binding advisory vote: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
| 9,709,874 | 226,948 | 15,460 | 1,845,011 | |||||||||||
| (c) | Not applicable. | |
| (d) | The Company has determined to include in its proxy materials the stockholder advisory vote on the compensation of its named executive officers on an annual basis. |
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 thereunto duly authorized.
| FRANKLIN FINANCIAL CORPORATION | ||
| Date: February 14, 2013 | By: | /s/ Richard T. Wheeler |
| Richard
T. Wheeler, Jr. Chief Executive Officer | ||