Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.28M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 39K
3: EX-10.5 Material Contract HTML 29K
4: EX-21 Subsidiaries List HTML 33K
5: EX-23.1 Consent of Expert or Counsel HTML 25K
10: EX-99.1 Miscellaneous Exhibit HTML 32K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
17: R1 Cover HTML 89K
18: R2 Consolidated Statements of Income HTML 96K
19: R3 Consolidated Statements of Comprehensive Income HTML 71K
20: R4 Consolidated Balance Sheets HTML 153K
21: R5 Consolidated Balance Sheets (Parenthetical) HTML 36K
22: R6 Consolidated Statements of Cash Flows HTML 126K
23: R7 Consolidated Statements of Equity HTML 110K
24: R8 Summary of Significant Accounting Policies HTML 57K
25: R9 Accounting Pronouncements HTML 34K
26: R10 Acquisitions HTML 37K
27: R11 Fair Value Measurements HTML 41K
28: R12 Financial Instruments HTML 28K
29: R13 Goodwill and Other Intangible Assets HTML 76K
30: R14 Employee Benefit Plans HTML 239K
31: R15 Accrued Expenses and Other Current Liabilities HTML 36K
32: R16 Income Taxes HTML 121K
33: R17 Debt HTML 67K
34: R18 Shareholders' Equity HTML 35K
35: R19 Accumulated Other Comprehensive Income/(Loss) HTML 56K
36: R20 Earnings Per Share HTML 48K
37: R21 Share-Based Compensation HTML 87K
38: R22 Segment and Geographic Information HTML 129K
39: R23 Commitments and Contingencies HTML 54K
40: R24 Schedule II - Valuation and Qualifying Accounts HTML 49K
41: R25 Summary of Significant Accounting Policies HTML 112K
(Policies)
42: R26 Accounting Pronouncements (Policies) HTML 41K
43: R27 Summary of Significant Accounting Policies HTML 34K
(Tables)
44: R28 Fair Value Measurements (Tables) HTML 38K
45: R29 Goodwill and Other Intangible Assets (Tables) HTML 105K
46: R30 Employee Benefit Plans (Tables) HTML 244K
47: R31 Accrued Expenses and Other Current Liabilities HTML 36K
(Tables)
48: R32 Income Taxes Income Taxes (Tables) HTML 125K
49: R33 Debt (Tables) HTML 61K
50: R34 Shareholders' Equity (Tables) HTML 33K
51: R35 Accumulated Other Comprehensive Income/(Loss) HTML 55K
(Tables)
52: R36 Earnings Per Share (Tables) HTML 46K
53: R37 Share-Based Compensation (Tables) HTML 88K
54: R38 Segment and Geographic Information (Tables) HTML 124K
55: R39 Commitments and Contingencies (Tables) HTML 56K
56: R40 Summary of Significant Accounting Policies HTML 36K
(Details)
57: R41 Summary of Significant Accounting Policies HTML 46K
(Property, Plant & Equipment) (Details)
58: R42 Summary of Significant Accounting Policies HTML 39K
(Intangibles) (Details)
59: R43 Acquisitions (Narrative) (Details) HTML 86K
60: R44 Fair Value Measurements (Details) HTML 45K
61: R45 Financial Instruments (Details) HTML 38K
62: R46 Goodwill and Other Intangible Assets (Intangible HTML 46K
Assets) (Details)
63: R47 Goodwill and Other Intangible Assets (Future HTML 42K
Amortization) (Details)
64: R48 Goodwill and Other Intangible Assets (Goodwill) HTML 42K
(Details)
65: R49 Employee Benefit Plans (Details) HTML 118K
66: R50 Employee Benefit Plans (Other Changes in Plan HTML 53K
Assets and Benefit Obligation Recognized in Other
Comprehensive Income) (Details)
67: R51 Employee Benefit Plans (Assumptions Used to HTML 56K
Determine Domestic Benefit Obligations and
Domestic Periodic Benefit Cost) (Details)
68: R52 Employee Benefit Plans (Net Periodic Benefit HTML 61K
Costs) (Details)
69: R53 Employee Benefit Plans (Funds Invested in Equity, HTML 82K
Fixed income, and Other Investments and Fair
Values of Pension Plan Assets by Asset Category)
(Details)
70: R54 Employee Benefit Plans (Expected Benefit Payments) HTML 47K
(Details)
71: R55 Employee Benefit Plans (Defined Contribution HTML 27K
Plans) (Details)
72: R56 Accrued Expenses and Other Current Liabilities HTML 41K
(Details)
73: R57 Income Taxes (Details) HTML 52K
74: R58 Income Taxes (Income Before Income Taxes) HTML 35K
(Details)
75: R59 Income Taxes (Income tax provisions) (Details) HTML 54K
76: R60 Income Taxes (Effective tax rate reconciliation) HTML 57K
(Details)
77: R61 Income Taxes (Deferred tax assets and liabilities) HTML 56K
(Details)
78: R62 Income Taxes (Summary of operating loss HTML 42K
carryforwards) (Details)
79: R63 Income Taxes (Reconciliation of the beginning and HTML 40K
ending amount of gross unrecognized tax benefits)
(Details)
80: R64 Debt (Schedule of Debt) (Details) HTML 49K
81: R65 Debt (Debt Payments Expected to be Paid) (Details) HTML 72K
82: R66 Debt (Details) HTML 104K
83: R67 Shareholders' Equity (Details) HTML 45K
84: R68 Accumulated Other Comprehensive Income/(Loss) HTML 61K
(Details)
85: R69 Earnings Per Share (Details) HTML 68K
86: R70 Share-Based Compensation (Shares Authorized) HTML 44K
(Details)
87: R71 Share-Based Compensation (Narrative Other HTML 28K
Information) (Details)
88: R72 Share-Based Compensation (Valuation Assumptions HTML 39K
Used) (Details)
89: R73 Share-Based Compensation (Stock Option Activity) HTML 86K
(Details)
90: R74 Share-Based Compensation (Additional Stock Option HTML 41K
Information) (Details)
91: R75 Share-Based Compensation (Stock/Stock Unit Award HTML 64K
Activity) (Details)
92: R76 Segment and Geographic Information (Details) HTML 90K
93: R77 Commitments and Contingencies (Details) HTML 82K
94: R78 Schedule II - Valuation and Qualifying Accounts HTML 40K
(Details)
96: XML IDEA XML File -- Filing Summary XML 178K
16: XML XBRL Instance -- fele-20201231_htm XML 3.40M
95: EXCEL IDEA Workbook of Financial Reports XLSX 127K
12: EX-101.CAL XBRL Calculations -- fele-20201231_cal XML 350K
13: EX-101.DEF XBRL Definitions -- fele-20201231_def XML 764K
14: EX-101.LAB XBRL Labels -- fele-20201231_lab XML 2.22M
15: EX-101.PRE XBRL Presentations -- fele-20201231_pre XML 1.29M
11: EX-101.SCH XBRL Schema -- fele-20201231 XSD 167K
97: JSON XBRL Instance as JSON Data -- MetaLinks 530± 789K
98: ZIP XBRL Zipped Folder -- 0000038725-21-000044-xbrl Zip 494K
‘EX-4.1’ — Instrument Defining the Rights of Security Holders
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2020, Franklin Electric Co., Inc., an Indiana corporation (“Franklin Electric”, the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Common Stock, par value $.10 per share. The following description of our common stock is a summary and does not purport to be complete.
It is subject to and qualified in its entirety by reference to our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), each of which is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and incorporated by reference herein.
General
The
Company is authorized by its certificate of incorporation to issue 65,000,000 shares of Common Stock, par value $.10 per share; 100,000 shares of Preference Stock, without par value; and 5,000,000 shares of Preferred Stock, without par value. Under the Articles of Incorporation, the rights, preferences and privileges of the Preference Stock and Preferred Stock may be designated from time to time by the Board of Directors of Franklin Electric (the “Board”). As of December 31, 2020, no shares of Preference Stock or Preferred Stock were outstanding.
Common Stock
Voting Rights
For
all matters submitted to a vote of shareholders, each holder of common stock is entitled to one vote for each share held of record. There is no provision for cumulative voting with regard to the election of directors.
Dividend Rights
Subject to preferences that may be applicable to any Preference Stock or Preferred Stock outstanding at the time, the holders of Common Stock are entitled to receive ratably any dividends out of assets legally available as the Board may from time to time determine.
Liquidation Rights
If the Company is liquidated or dissolves, holders of
Common Stock will be entitled to share ratably in the assets of the Company remaining after the payment of all liabilities, subject to any preferential liquidation rights of any Preference Stock or Preferred Stock that at the time may be outstanding.
Other Rights
The holders of Common Stock have no preemptive rights and no rights to convert their common stock into any other securities, and the Common Stock is not subject to any redemption or sinking fund provisions.
Composition of Board; Election and Removal of Directors
In accordance with the
Articles of Incorporation and the Bylaws, the number of directors constituting the entire Board shall be not less than 7 nor more than 11, provided that the number of directors may be increased or decreased from time to time by an amendment to the Bylaws or by resolution adopted by the Board. Subject to the rights of the holders of any Preference Stock or Preferred Stock outstanding, the directors are divided into three classes, designated as Class I, Class II and Class III, respectively, which at all times shall be as nearly equal in number as possible. One class of directors is elected annually to serve for a term of three years or until their successors is elected and qualified.
The
Company currently has seven directors. A nominee for director shall be elected to the Board if a majority of the votes cast are in favor of such nominee’s election. If any vacancy occurs on the Board, then the Board may fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all directors remaining in office. If a majority of the directors remaining in office are unable to agree on a person to fill the vacancy, then the remaining directors may call a special shareholders’ meeting to fill the vacancy. The term of a director elected to fill a vacancy expires at the end of the term for which the director’s predecessor was elected. Prior to the completion of their term of office, a director may only be removed in the manner as provided in the Articles of Incorporation.
Exchange
Listing
The Common Stock is listed on the NASDAQ Global Select Market under the symbol “FELE”.
Transfer Agent
The transfer agent and registrar for the Common Stock is Broadridge Financial Solutions.
Anti-Takeover Effects of Certain Provisions of the Articles of Incorporation, Bylaws, and the Indiana Business Corporation Law
The following provisions of the Articles
of Incorporation and Bylaws may deter or render more difficult certain proposals, such as proposals to acquire control of Franklin Electric, which a holder of Common Stock may consider to be in his, her or its best interest.
•The Board is classified into three classes, as described above.
•Special meetings of shareholders may be called, in writing, only by the Chairperson, the Chief Executive Officer or a majority of the Board of Directors.
•Shareholders do not have the right to cumulative voting in the election of directors.
•Shareholders must follow advance notice procedures
to submit proposed nominations of persons for election to the Board and other proposals for business to be brought before an annual meeting of shareholders.
As an Indiana corporation, the Company is governed by the Indiana Business Corporation Law (the “IBCL”). Under specified circumstances, the following provisions of the IBCL may delay, prevent or make more difficult unsolicited acquisitions or changes of control of the Company. These provisions also may have the effect of preventing changes in the Company’s management. It is possible that these provisions could make it more difficult to accomplish transactions which shareholders may
otherwise deem to be in their best interest.
Control Share Acquisitions. Under Chapter 42 of the IBCL, an acquiring person or group who acquires, directly or indirectly, ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding “control shares” in an “issuing public corporation” may not exercise voting rights on any control shares unless these voting rights are conferred by a majority vote of the disinterested shareholders of the issuing public corporation at a special meeting of those shareholders held upon the request and at the expense of the acquiring person. If the acquiring person has acquired control shares with a majority of the voting power and the control shares are accorded full voting rights by the disinterested shareholders, the disinterested shareholders of the issuing
public corporation have dissenters’ rights to receive the fair value of their shares pursuant to Chapter 44 of the IBCL. The Company is an “issuing public corporation” as defined under Chapter 42.
Under Chapter 42, “control shares” means shares acquired by a person that, when added to all other shares of the issuing public corporation owned by that person or in respect to which that person may exercise or direct the exercise of voting power, would otherwise entitle that person to exercise voting
power of the issuing public corporation in the election of directors within any of the following ranges: (i) one-fifth or more but less
than one-third; (ii) one-third or more but less than a majority; or (iii) a majority or more.
Chapter 42 does not apply if, before a control share acquisition is made, the corporation’s articles of incorporation or by-laws, including a by-law adopted by the corporation’s board of directors, provide that they do not apply. The Articles of Incorporation and the By-laws do not currently exclude the
Company from application of Chapter 42.
Certain Business Combinations. Chapter 43 of the IBCL restricts the ability of a “resident domestic corporation” to engage in any business combinations with an “interested shareholder” for five years after the date the interested shareholder became such, unless the business combination or the purchase of shares by the interested shareholder on the interested shareholder’s share acquisition date is approved by the board of directors of the resident domestic corporation before the interested shareholder’s share acquisition date. If the business combination was not previously approved, the interested shareholder may effect a business combination after the five-year period only if that shareholder receives approval from a majority of the disinterested shareholders or the offer meets specified fair price criteria.
For
purposes of the above provisions, “resident domestic corporation” means an Indiana corporation that has 100 or more shareholders. “Interested shareholder” means any person, other than the resident domestic corporation or its subsidiaries, who is (1) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the resident domestic corporation or (2) an affiliate or associate of the resident domestic corporation, which at any time within the five-year period immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding shares of the resident domestic corporation.
The definition of “beneficial owner” for purposes of Chapter 43, means a person who, directly
or indirectly, has the right to acquire or vote the subject shares (excluding voting rights under revocable proxies made in accordance with federal law), has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of the subject shares, or holds any “derivative instrument” that includes the opportunity to profit or share in any profit derived from any increase in the value of the subject shares.
The above provisions do not apply to corporations that elect not to be subject to Chapter 43 in an amendment to their articles of incorporation approved by a majority of the disinterested shareholders. That amendment, however, cannot become effective until 18 months after its passage and would apply only to share acquisitions occurring after its effective date.
The Company’s Articles of Incorporation do not include an election not to be subject to Chapter 43.
Mandatory Classified Board of Directors. Under Chapter 33 of the IBCL, a corporation with a class of voting shares registered with the U.S. Securities Exchange and Commission under Section 12 of the Exchange Act must have a classified board of directors unless the corporation adopts a by-law expressly electing not to be governed by this provision by the later of July 31, 2009 or 30 days after the corporation’s voting shares are registered under Section 12 of the Exchange Act.
The Company’s By-Laws do not contain a provision electing not to be subject to this mandatory requirement and the Company’s Board is divided into classes, as noted above.
Dates Referenced Herein and Documents Incorporated by Reference