Form 8-K - Current report

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): May 14, 2024

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

Indiana

0-362

35-0827455

(State of incorporation)

(Commission File Number)

(IRS employer identification no.)


9255 Coverdale Road
Fort Wayne,	Indiana	46809
(Address of principal executive offices)		(Zip code)

(260) 824-2900

(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))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.10 par value

FELE

NASDAQ

Global Select Market

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Chief Executive Officer

Gregg C. Sengstack, Chief Executive Officer of Franklin Electric Co., Inc. (the “Company”) and Chairperson of the Company’s Board of Directors (the “Board”) notified the Board of his intention to retire from his position as Chief Executive Officer upon the appointment of his successor . Mr. Sengstack will remain with the Company as Executive Chairperson.

Appointment of New Chief Executive Officer

The Board announced that it will appoint Joseph Ruzynski as Chief Executive Officer, effective July 1, 2024, at which time Mr. Sengstack will retire as Chief Executive Officer.

Mr. Ruzynski, age 49, joins Franklin Electric from nVent Electric plc (NYSE: NVT), a global leader in electrical connection and protection solutions, where he served as President of the Enclosures Segment since 2018. Prior to that, he held various leadership roles at Pentair plc, a global water technology company, including President of Technical Solutions and President of Flow and Filtration Solutions.

Mr. Ruzynski does not have a direct or indirect material interest in any transaction with the Company and there is no arrangement or understanding between Mr. Ruzynski and any other person pursuant to which Mr. Ruzynski was selected to serve as the Chief Executive Officer of the Company. Mr. Ruzynski is not related to any member of the Board or any executive officer of the Company.

In connection with his appointment, the Board approved a compensation package pursuant to which Mr. Ruzynski will receive an annual base salary of $900,000 and an annual target bonus opportunity equal to 100% of his base salary, prorated for 2024. In addition, on July 1, 2024 (the “Grant Date”), Mr. Ruzynski will receive: (i) a signing bonus of $250,000, and (ii) an equity grant award with an estimated target total value of $5,250,000, consisting of fifty percent (50%) performance stock units, twenty five percent (25%) restricted stock awards and twenty five percent (25%) stock options. The performance stock units will vest based on the achievement of performance goals over the applicable performance period, subject to continued service. The restricted stock awards and stock options will be subject to the vesting schedules and terms and conditions contained in their respective grant agreements. The number of restricted stock awards and performance stock units will be determined by dividing the applicable grant date fair value by the closing price of the Company’s common stock on the Grant Date. Mr. Ruzynski will also receive assistance in his relocation to the Fort Wayne area.

Item 7.01. Regulation FD Disclosure

A copy of the press release announcing this leadership transition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:


Exhibit Number						Description
99.1						Press release - "Franklin Electric Appoints Joe Ruzynski as CEO; Gregg Sengstack Remains Executive Chairperson"
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

SIGNATURE

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 ELECTRIC CO., INC.

(Registrant)


Date: May 14, 2024	By	/s/ Jeffery L. Taylor
		Jeffery L. Taylor
		Vice President, Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Jeff Taylor, VP and Chief Financial Officer

Franklin Electric Co., Inc.

InvestorRelations@fele.com

Franklin Electric Appoints Joe Ruzynski as CEO; Gregg Sengstack Remains Executive Chairperson

Fort Wayne, Indiana – May 14, 2024 - Franklin Electric Co., Inc. (NASDAQ: FELE), a global leader in water and energy systems, announced today that its Board of Directors has appointed Joe Ruzynski as Chief Executive Officer and a member of the Board, effective July 1, 2024. Gregg Sengstack, who has served as CEO since 2014 and Chairperson since 2015, will continue as Executive Chairperson.

Ruzynski, 49, joins Franklin Electric from nVent Electric plc (NYSE: NVT), a global leader in electrical connection and protection solutions, where he served as President of the Enclosures Segment since 2018. Prior to that, he held various leadership roles at Pentair plc, a global water technology company, including President of Technical Solutions and President of Flow and Filtration Solutions. He has over 25 years of experience in the industrial and electrical sectors, with a track record of driving growth, innovation, and operational excellence.

"Joe is a proven leader with a deep understanding of our markets, customers, and technologies. He has demonstrated his ability to execute strategic initiatives that enhance value for all stakeholders. We are confident that he is the right person to lead Franklin Electric into the next phase of growth and innovation," said Sengstack. "I look forward to working with Joe and the Board to ensure a smooth and successful transition."

"I am honored and excited to join Franklin Electric as CEO and Board member. Franklin Electric is a respected and trusted brand with a strong heritage and a bright future. I have admired the company's culture, values, and commitment to excellence for many years. I look forward to working with the talented and dedicated team at Franklin Electric to deliver superior solutions and service to our customers, and create long-term value for our shareholders and employees," said Ruzynski.

"On behalf of the Board, I want to thank Gregg for his outstanding leadership and contributions to Franklin Electric over the past 35 years, including as our Chief Executive Officer since 2014. He has been instrumental in transforming the company from a submersible motor manufacturer to a global leader in water and energy systems, with a diversified portfolio of products and services. Under his leadership, the company has achieved record revenues, earnings, and cash flows, while expanding its global footprint and enhancing its innovation capabilities. We are grateful for his vision, dedication, and guidance," said Jennifer Sherman, Lead Independent Director of Franklin Electric.

About Franklin Electric

Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and energy. Recognized as a technical leader in its products and services, Franklin Electric serves customers worldwide in residential, commercial, agricultural, industrial, municipal, and fueling applications. Franklin Electric is proud to be recognized in Newsweek’s lists of America’s Most Responsible Companies and Most Trustworthy Companies for 2024, Best Places to Work in Indiana 2024, and America’s Climate Leaders 2024 by USA Today.

"Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those relating to market conditions or the Company’s financial results, costs, expenses or expense reductions, profit margins, inventory levels, foreign currency translation rates, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, weather conditions, new housing starts, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, future trends, epidemics and pandemics, and other risks which are detailed in the Company’s Securities and Exchange Commission filings, included in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023, Exhibit 99.1 attached thereto and in Item 1A of Part II of the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	FRANKLIN ELECTRIC CO., INC.
Entity Incorporation, State or Country Code	IN
Entity File Number	0-362
Entity Tax Identification Number	35-0827455
Entity Address, Address Line One	9255 Coverdale Road
Entity Address, City or Town	Fort Wayne,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46809
City Area Code	260
Local Phone Number	824-2900
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	FELE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000038725
Amendment Flag	false