FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On April12, 2018, the Compensation Committee of the Board of Directors (the “Committee”) of Franklin Financial Network, Inc. (the “Company”) approved the Amended and Restated 2017 Omnibus Equity Incentive Plan (the “Amended and Restated 2017 Plan”) in order to make the following amendments to the Company’s 2017 Omnibus Equity Incentive Plan (the “2017 Plan”) in response to feedback the Company received from its shareholders:

reduce the number of shares of common stock available for issuance from 5,000,000 shares under the 2017 Plan to 3,500,000 shares under the Amended and Restated 2017 Plan;
revise the definition of Change in Control to include only actual changes in control (and removed triggering events that represented a potential change in control);
remove the Committee’s authority to accelerate vesting (other than in cases of termination of the participant’s employment);
remove certain provisions allowing recycling of shares and to clarify that (1)shares tendered in payment of an option, (2)shares delivered or withheld to satisfy tax withholding obligations and (3)shares covered by a stock-settled SAR or other awards that were not issued upon settlement of the award will not be available for issuance under the Amended and Restated 2017 Plan; and
remove the ability to grant reload options (automatic granting of new options at the time of exercise).

The Company’s shareholders approved the 2017 Plan at the 2017 annual meeting of shareholders. The Amended and Restated 2017 Plan did not require approval by the Company’s shareholders.

The description of the Amended and Restated 2017 Plan set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated 2017 Plan attached hereto as Exhibit 10.1, which exhibit is incorporated herein by reference.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits.


Franklin Financial Network Inc. Exhibit
EX-10.1 2 d567360dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 FRANKLIN FINANCIAL NETWORK,…
To view the full exhibit click here

About FRANKLIN FINANCIAL NETWORK, INC. (NYSE:FSB)

Franklin Financial Network, Inc. is a financial holding company. Through its bank subsidiary, Franklin Synergy Bank (the Bank), a commercial bank, the Company provides a range of banking and related financial services. The Company focuses on the provision of services to small businesses, corporate entities, local governments and individuals. It operates through approximately 10 branches in Williamson and Rutherford counties within the Nashville metropolitan area. The Company’s loan portfolio consists of real estate loans, including construction and land development loans, commercial loans and residential loans; commercial and industrial, and consumer and other loans. The Company’s investment securities portfolio consists of both securities classified as available-for-sale and securities classified as held-to-maturity. The Company’s primary sources of funds include deposits.

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