Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Franklin Electric Co., Inc. Amended and Restated 2017 Stock Plan



On May 5, 2023, the shareholders of Franklin Electric Co., Inc. (the "Company")
approved the Franklin Electric Co., Inc. Amended and Restated 2017 Stock Plan
(the "Plan"). The Board of Directors of the Company (the "Board") had approved
the Plan on March 15, 2023 subject to shareholder approval.

The Plan is the Company's only active stock-based compensation plan, and it
provides for discretionary grants of stock options, stock awards, stock unit
awards and stock appreciation rights ("SARs") to key employees and non-employee
directors. The purpose of the Plan is to recognize contributions made to the
Company and its subsidiaries by key employees and non-employee directors and to
provide them with additional incentive to expand and improve the profits of the
Company and achieve the objectives of the Company.

Request for Approval of Share Increase and Extension of Plan Term



The Board of Directors of the Company has approved amendments to the Plan to (i)
increase the number of shares of common stock of the Company available under the
Plan by 900,000, from 1,400,000 shares to 2,300,000 shares and (ii) extend the
term of the Plan by six years, to March 15, 2033. These amendments require the
approval by the Company's shareholders, which the Company is seeking at this
shareholders' meeting.

It is expected that there may not be sufficient shares of the Company's common
stock under the Plan to cover future grants that are scheduled to be made
beginning in 2024. Increasing the number of shares available under the Plan will
allow the Company to accommodate planned future grants.

Why Shareholders Should Approve the Plan Amendments



Currently, awards under the Plan cannot be granted after March 10, 2027.
Obtaining shareholder approval of the extension of the term of the Plan to March
15, 2033 will enable the Company to continue to make grants from the available
shares already approved by shareholders without having to obtain further
shareholder approval at a later date.

The purpose of the amendments is to ensure that the Company has the continued
ability to make stock-based awards under the Plan. The Company believes that its
future success depends in large part on its ability to attract, retain and
motivate high-quality employees and non-employee directors, and that its ability
to provide equity-based and performance-based awards is critical to achieving
this success. The Company believes that it would be at a severe competitive
disadvantage if it could not use these types of awards to recruit and compensate
its employees and non-employee directors.

The Company views its use of stock-based awards as an essential part of the
Company's compensation program and as an important element in achieving the
program's goals. These awards help align pay with performance and allow the
Company to better link the financial interests of employees and non-employee
directors with shareholders. The Company also believes that equity compensation
motivates employees and non-employee directors to create shareholder value
because the value they realize from equity compensation is based in large part
on the Company's common stock price performance.

The Plan contains certain restrictions that the Company believes further the objectives of the Plan and reflect sound corporate governance principles:

•Shares that are used to pay the stock option exercise price or required tax withholding on any award cannot be used for future grants under the Plan.



•Dividends on all performance-based stock awards and dividend equivalents on all
performance-based stock unit awards are paid only to the extent the awards vest.
No dividends are paid on stock options or SARs.

•Stock options and SARs may not be granted with an exercise price less than the
fair market value of the underlying common stock on the date of grant, and the
term is limited to ten years from the date of grant.

•Repricing of stock options or SARs without shareholder approval is prohibited.



•Under its Incentive Compensation Recoupment Policy, the Company can recoup an
executive's stock compensation in the event the executive engages in conduct
that causes a restatement of the Company's financial statements or material loss
or damage to the Company.

•Under the Company's stock ownership guidelines, executives must retain 50
percent of all shares acquired under the Company's compensation plans until the
executive attains the requisite stock ownership.

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•Awards do not automatically vest on a change in control.

The Company has not requested shareholder authorization for the issuance of shares under the Plan since 2017.

Burn Rate, Expected Duration and Dilution



We expect share usage under the Plan to be consistent with share usage under the
Plan to date. The Plan's three-year average "burn rate" was 0.5 percent for
2020-2022. The burn rate is calculated as the total number of shares subject to
awards granted to participants in a single fiscal year expressed as a percent of
the basic weighted average common shares outstanding for that fiscal year.

The Board recognizes the impact of dilution on shareholders, and through its
Management Organization and Compensation Committee (the "Committee"), believes
that it has prudently managed awards under the Plan, giving proper consideration
to the dilutive impact of stock awards on shareholder equity. The total
fully-diluted overhang as of March 1, 2023, assuming that the entire proposed
share reserve is granted in stock options or SARs, would be 3.8 percent, and the
total fully-diluted overhang, assuming the proposed share reserve is granted in
full-value awards only, would be 3.5 percent. The Company's historical practice
has been to grant a combination of stock options and full-value awards,
resulting in potential overhang between these two levels. In this context,
fully-diluted overhang is calculated as the sum of shares subject to outstanding
awards and shares available for future awards (numerator) divided by the sum of
the numerator and common shares outstanding, with all data effective as of March
1, 2023. The Board believes that the proposed share reserve represents a
reasonable amount of potential equity dilution.

The following table sets forth for the prior three fiscal years (i) the grant of
all equity awards and (ii) the vesting of the equity awards. The Company
believes that this disclosure helps to evaluate the dilutive impact of its
equity compensation program, taking into account the shares that are actually
delivered pursuant to the vesting of the stock awards and the shares that are
subject to vested stock options.

                                                                 Shares Granted (#)                                             Shares Delivered/Vested (#)(1)
                                                 2020                 2021                   2022                   2020                  2021                     2022
Performance-based restricted units                 36,476               29,020                   40,673               44,763                38,796              59,995      *
Time-based restricted stock/units                  81,852               75,069                   75,225              107,367                93,164             141,611
Stock options                                     214,381              151,610                  110,246              237,903               276,719             204,774
Total                                             332,709              255,699                  226,144              390,033               408,679             406,380
Average weighted shares outstanding            46,232,926           46,420,710               46,341,467           46,232,926

46,420,710 46,341,467




(1)Represents shares delivered in connection with the vesting of stock and stock
unit awards and shares subject to stock options that vest.
*Includes shares based on estimated release of performance share units earned in
2022. See the "Compensation Discussion & Analysis" section for further
information.

Description of the Plan



The following is a summary of the Plan. It is qualified by reference to the full
text of the Plan, which is attached as Exhibit A to the proxy statement filed on
March 21, 2023. Shareholders are encouraged to review the Plan carefully.

Administration. The Plan is administered by the Committee, which is comprised of
directors who satisfy the "non-employee director" definition under Rule 16b-3 of
the Securities Exchange Act of 1934 (the "Exchange Act"). The Committee has full
authority to select the individuals who will receive awards under the Plan,
determine the form and amount of each of the awards to be granted and establish
the terms and conditions of awards. The Committee may delegate to the Chief
Executive Officer of the Company its authority to grant awards to employees who
are not subject to Section 16 of the Exchange Act.

Number of Shares of Common Stock. The number of shares of the Company's common
stock that may be issued under the Plan is 1,400,000 (2,300,000 if the share
increase is approved). Stock options and SARs reduce the number of available
shares by one share for each share subject to the option or SAR, and stock
awards and stock unit awards settled in shares reduce the number of available
shares by 1.5 shares for every one share delivered. Awards that can only be
settled in cash do not reduce the number of shares available for issuance.

Subject to certain adjustments, (i) the maximum number of shares as to which a
key employee may receive stock options or SARs in any calendar year is 200,000
(or 400,000 in the calendar year in which the employee's employment commences);
(ii) the maximum number issuable as incentive stock options is 1,400,000; and
(iv) the fair market value of


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awards granted to a non-employee director in any calendar year, together with cash compensation paid to such non-employee director in such calendar year, shall not exceed $600,000.



Shares issuable under the Plan may be authorized but unissued shares or treasury
shares. If there is a lapse, forfeiture, expiration, termination or cancellation
of any award made under the Plan for any reason, the shares subject to the award
will again be available for issuance under the Plan, added back in the same
multiple as they were awarded. Any shares subject to an award that are delivered
to the Company by a participant, or withheld by the Company on behalf of a
participant, as payment for an award (including the exercise price of a stock
option) or payment of withholding taxes due in connection with an award, or that
are purchased by the Company with proceeds received from a stock option
exercise, will not again be available for issuance.

The number of shares of common stock issuable under the Plan is subject to
adjustment in the event of any reorganization, recapitalization, stock split,
stock distribution, special or extraordinary dividends, merger, consolidation,
split-up, spin-off, combination, subdivision, consolidation or exchange of
shares, any change in the capital structure of the Company or any similar
corporate transaction. In each case, the Committee has the discretion to make
adjustments it deems necessary to preserve the intended benefits under the Plan.

Eligibility. The Committee has full authority to select the key employees and
non-employee directors eligible to receive awards under the Plan. As of March 1,
2023, all non-employee directors and approximately 138 key employees were
eligible to participate in the Plan. In 2022, 118 employees, including the five
named executive officers, received awards under the Plan.

Performance Goals. The Committee may in its discretion provide that any award
shall be subject to performance goals. The performance goals may be based on one
or more business criteria, including, but not limited to: net earnings or net
income (before or after taxes); earnings per share; net sales or revenue growth;
net operating profit or income (including as a percentage of sales); return
measures (including, but not limited to, return on assets, capital, invested
capital, equity, sales, or revenue); cash flow (including, but not limited to,
operating cash flow, free cash flow, cash flow return on equity, and cash flow
return on investment); earnings before or after taxes, interest, depreciation,
and/or amortization; gross or operating margins; productivity ratios; share
price (including, but not limited to, growth measures and total shareholder
return); cost control; margins; operating efficiency; market share; customer
satisfaction or employee satisfaction; working capital; economic value added
(net operating profit after tax minus the sum of capital multiplied by the cost
of capital); taxes; depreciation and amortization; total shareholder return; low
cost region labor percent of total labor; and top customer concentration percent
of sales. Performance goals may be absolute in their terms or measured against
or in relationship to the performance of other companies or indices selected by
the Committee. The performance goals may be particular to one or more lines of
business or subsidiaries or may be based on the performance of the Company and
its subsidiaries as a whole. The performance goals may be identical for all
participants for a given performance period or, at the discretion of the
Committee, may differ among participants. In addition, performance goals may be
adjusted for any events or occurrences (including acquisition expenses,
extraordinary charges, losses from discontinued operations, restatements and
accounting charges, restructuring expenses, asset write-downs, administrative
costs associated with debt and equity refinancing, litigation or claim judgments
or settlements, effect of changes in tax laws and foreign exchange gains and
losses), as may be determined by the Committee.

Types of Awards. The Plan provides for discretionary awards of stock options,
stock awards, stock units and SARs to participants. Each award made under the
Plan will be evidenced by a written award agreement specifying the terms and
conditions of the award as determined by the Committee in its sole discretion,
consistent with the terms of the Plan.
. . .

Item 9.01. Financial Statements and Exhibits




(d) Exhibits:

    Exhibit Number           Description
10.1                           Franklin Electric Co., Inc. Amended and Restated 2017 Stock Plan
                             (incorporated by reference to Exhibit A to the Company's 2023 Proxy
                             Statement for the Annual Meeting held on May 5, 2023)
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

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