Franklin Financial Services Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four nominees (Craig W. Best, G. Warren Elliott, Stanley J. Kerlin, Kimberly M. Rzomp) to Class A for three-year terms.

2. 2

   Advisory Vote on Compensation Paid to Named Executive Officers ("Say-On-Pay

   ManagementBoard: FOR

   A non-binding advisory vote to approve the compensation paid to the Named Executive Officers for 2025 as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Corporation’s Named Executive Officers for 2025 as disclosed in the proxy statement. Management is seeking approval to confirm that its executive pay philosophy—linking compensation to company performance, including net income versus budget and return on equity peer performance, and using both short-term cash incentives and long-term equity awards—has shareholder support. The company emphasizes that base salaries are set by reference to market salary surveys for comparable regional institutions and that incentive awards are tied to pre-established performance criteria and individual goals. The Compensation and Personnel Committee, composed entirely of independent directors, administers these programs and engaged an external consultant in 2025 to review compensation. The advisory vote is non-binding, but the Board and the Compensation Committee state they will consider the outcome when making future compensation decisions. The company frames its practices as designed to align executives’ interests with long-term shareholder value while maintaining retention and market competitiveness. Potential concerns for investors include whether performance metrics and payout opportunities adequately reflect long-term shareholder value and risk management, but the filing notes clawback provisions and performance-based vesting to mitigate misalignment. In recommending a FOR vote, the Board highlights the balance of cash and equity incentives, use of peer benchmarking, and governance oversight by independent directors as rationale for shareholder support.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 2026.

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When is the Franklin Financial Services Corp 2026 annual meeting?

Franklin Financial Services Corp (FRAF) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Franklin Financial Services Corp 2026 meeting?

The record date for the Franklin Financial Services Corp 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Franklin Financial Services Corp's 2026 meeting?

The board is presenting 10 director nominees at the Franklin Financial Services Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Franklin Financial Services Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Franklin Financial Services Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.