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) December 3, 2014
FRANKLIN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Virginia | 1-35085 | 27-4132729 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer 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) A special meeting of stockholders of Franklin Financial Corporation (the “Company”) was held on December 3, 2014.
(b) The final vote results for each of the matters submitted to a vote of stockholders at the special meeting are as follows:
| 1. | The approval of the Agreement and Plan of Reorganization, dated as of July 14, 2014, by and among TowneBank, the Company and Franklin Federal Savings Bank (the “Bank”), including the related Plan of Merger, pursuant to which the Company and the Bank will each merge with and into TowneBank. | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
Number of Votes Cast | 9,231,868 | 102,414 | 21,385 | -0- | ||||
Percentage of Votes Eligible to be Cast | 78.39% | 0.87% | 0.18% | -0- |
| 2. | The approval of an amendment to the Company’s Articles of Incorporation. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
Number of Votes Cast |
| 9,226,443 | 105,214 | 24,010 | -0- | |||
Percentage of Votes Eligible to be Cast | 78.34% | 0.89% | 0.20% | -0- |
| 3. | The approval of a non-binding resolution regarding certain compensation that may become payable to the Company’s named executive officers in connection with the merger. |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
Number of Number of Votes Cast | 8,666,877 | 649,585 | 39,205 | -0- | ||||
Percentage of Votes Cast in Person or by Proxy | 93.03% | 6.97% | N/A | -0- |
(c) Not applicable.
(d) Not applicable.
| Item 8.01 | Other Events. |
On December 4, 2014, TowneBank and the Company issued a joint press release announcing the results of the Company’s special meeting of stockholders described in Item 5.07 of this Form 8-K and TowneBank’s special meeting of stockholders, each held on December 3, 2014. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| The following exhibits are filed herewith: |
| Exhibit No. | Description | |
| 99.1 | Press release issued jointly by TowneBank and Franklin Financial Corporation on December 4, 2014 | |
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: December 4, 2014 | By: /s/ Richard T. Wheeler, Jr. |
| Richard T. Wheeler, Jr. | |
| Chairman, President and | |
| Chief Executive Officer |
