Franklin Financial shareholders back board, pay

Franklin Financial Services Corporation reported the results of its annual shareholder meeting held on April 28, 2026.

Rhea-AI Filing Summary

Franklin Financial Services Corporation reported the results of its annual shareholder meeting held on April 28, 2026. Shareholders elected four directors to Class A for three-year terms, including Craig W. Best, G. Warren Elliott, Stanley J. Kerlin and Kimberly M. Rzomp.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers. In addition, they ratified the selection of Crowe LLP as the independent registered public accounting firm for 2026, confirming support for the company’s current governance and audit arrangements.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Votes for Craig W. Best: 2,461,631 votes Votes for Kimberly M. Rzomp: 2,464,577 votes Say-On-Pay votes for: 2,326,572 votes +3 more

6 metrics

Votes for Craig W. Best 2,461,631 votes Director election to Class A, three-year term

Votes for Kimberly M. Rzomp 2,464,577 votes Director election to Class A, three-year term

Say-On-Pay votes for 2,326,572 votes Advisory vote on compensation of named executive officers

Say-On-Pay votes against 102,684 votes Advisory vote on compensation of named executive officers

Auditor ratification votes for 3,114,797 votes Ratification of Crowe LLP as 2026 independent auditor

Auditor ratification votes against 9,361 votes Ratification of Crowe LLP as 2026 independent auditor

Key Terms

Say-On-Pay, Broker Non-Votes, independent registered public accounting firm

3 terms

Say-On-Pay financial

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

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes financial

"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of the selection of Crowe LLP, as the independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Franklin Financial (FRAF) shareholders approve at the 2026 annual meeting?

Shareholders approved four Class A directors for three-year terms, backed executive compensation on an advisory basis, and ratified Crowe LLP as independent registered public accounting firm for 2026, confirming broad support for the company’s current board, pay practices, and auditor relationship.

Which directors were elected to Franklin Financial’s (FRAF) board in 2026?

Shareholders elected Craig W. Best, G. Warren Elliott, Stanley J. Kerlin, and Kimberly M. Rzomp as Class A directors for three-year terms, indicating investor support for the existing leadership and its oversight of Franklin Financial Services Corporation’s strategy and operations.

How did Franklin Financial (FRAF) shareholders vote on Say-On-Pay in 2026?

Shareholders approved the advisory Say-On-Pay proposal, supporting the compensation program for named executive officers. This non-binding vote signals shareholder backing of current pay structures and incentives that guide Franklin Financial’s senior management team during the coming year.

Who is Franklin Financial’s (FRAF) independent auditor for 2026?

Shareholders ratified Crowe LLP as Franklin Financial Services Corporation’s independent registered public accounting firm for 2026. This ratification supports continuity in the company’s external audit oversight and financial reporting assurance for the current fiscal year.

Was there significant opposition to Franklin Financial’s board nominees or proposals?

All four board nominees were elected, Say-On-Pay received shareholder approval, and Crowe LLP was ratified as auditor. While some votes were withheld or cast against, overall results indicate shareholders supported the company’s governance slate and key advisory resolutions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/29/2026 - 08:47 AM EDT Learn about SEC filing dates

false000072364600007236462026-04-292026-04-29

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 29, 2026

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.)

	1500 Nitterhouse Drive, 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 28, 2026.  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
Craig W. Best		2,461,631		33,534		643,881
G. Warren Elliott		2,073,868		421,297		643,881
Stanley J. Kerlin		2,436,273		58,892		643,881
Kimberly M. Rzomp		2,464,577		30,588		643,881

Directors Best, Elliott, Kerlin and Rzomp were elected.

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

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,326,572		102,684		65,909		643,881

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 2026.

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,114,797		9,361		14,888		0

The selection of Crowe LLP was ratified.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibits are filed herewith:

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/ Craig W. Best

Craig W. Best

Chief Executive Officer

By: /s/ Charles B. Carroll, Jr.

Charles B. Carroll, Jr.

President

Dated: April 29, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.5 KB
• EX-101 EX-101.LAB 13.6 KB
• EX-101 EX-101.PRE 10.4 KB