UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): July 27, 2020

Date of Report (Date of earliest event reported): June 16, 2020 (June 15, 2020)

FRANKLIN FINANCIAL NETWORK, INC.

(Exact name of registrant as specified in its charter)

Tennessee	~~001-36895~~	001-36895	~~20-8839445~~	20-8839445
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)
(State or other jurisdiction		(Commission		(IRS Employer
722 Columbia Avenue Franklin, Tennessee			37064
of incorporation)		File Number)		Identification No.)
(Address of principal executive offices)			(Zip Code)

~~(615)~~722 ~~236-2265~~Columbia Avenue, Franklin, Tennessee 37064

(~~Registrant’s~~Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code~~Offices)

~~Check the appropriate box below if the Form 8~~615-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~236-2265

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17Registrant’s ~~CFR~~Telephone ~~230.425)~~Number, ☐Including ~~Soliciting~~Area ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~Code) ☐ 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))

(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:

Title of each ~~class~~Class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value per share FSB New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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.	☐

Indicate by check mark whether the registrant is an emerging growth company 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).

~~Item~~Emerging ~~5.07.~~growth ~~Submission~~company ~~of Matters to a Vote of Security Holders.~~☐

OnIf ~~June~~an ~~15,~~emerging ~~2020,~~growth ~~Franklin Financial Network~~company, ~~Inc.~~indicate ~~(“Franklin”)~~by ~~held~~check amark ~~special~~if ~~meeting of its shareholders (~~the ~~“Meeting”).~~registrant Ofhas ~~the~~elected ~~14,919,433~~not ~~shares~~to ofuse ~~Franklin’s common stock issued and outstanding at~~ the ~~close~~extended ~~of business~~transition asperiod ~~of April 27, 2020, the record date~~ for ~~the~~complying ~~Meeting,~~with ~~shareholders~~any ~~representing~~new aor ~~majority~~revised offinancial ~~the~~accounting ~~shares~~standards ofprovided ~~Franklin’s~~pursuant ~~common stock issued and outstanding and entitled~~ to ~~vote~~Section ~~at the Meeting were present or represented by proxy at the Meeting, constituting~~ 13(a) ~~quorum~~of ~~for all matters to be presented at~~ the ~~Meeting~~Exchange Act. ☐

~~The~~Item ~~following~~2.02. isResults ~~an overview~~ of ~~the~~Operations three proposals that were submitted to the shareholders for approval at the Meeting (each of which proposals was described in greater detail in the definitive joint proxy statement/prospectus filed by Franklin with the Securities Exchange Commission on May 4, 2020) and aFinancial ~~tabulation of the votes with respect to each proposal~~Condition.

~~Proposal~~On 1:July ~~The shareholders approved the Agreement and Plan of Merger~~27, ~~dated as of January 21,~~ 2020 ~~(the “Merger Agreement”)~~, ~~by and among~~ Franklin, FB Financial ~~Corporation~~ ~~(“FB~~Network, ~~Financial”)~~Inc. ~~and~~issued ~~Paisley~~a ~~Acquisition~~press ~~Corporation~~release (~~“Merger~~the ~~Sub”~~"Press Release"), ~~pursuant~~announcing toits ~~which~~consolidated ~~Merger~~financial ~~Sub~~results ~~will~~for ~~merge~~the ~~with~~second ~~and~~quarter ~~into~~ended ~~Franklin~~June ~~(the “merger”)~~30, ~~with~~2020. A ~~Franklin~~copy asof the ~~surviving~~Press ~~entity~~Release ~~and~~is aattached ~~wholly~~hereto ~~owned~~as ~~subsidiary~~Exhibit ~~of FB Financial~~99.1 ~~The voting~~and ~~results~~is onincorporated ~~this~~herein ~~proposal~~by ~~were~~reference. ~~as follows:~~

	Votes For	Votes Against	Votes Abstained	Broker Non-Votes
Common Stock	9,798,366	129,771	52,611	-

Item 7.01 Regulation FD Disclosure.

~~Proposal~~Due 2:to ~~The~~the ~~shareholders~~pending ~~approved~~strategic onmerger anwith ~~advisory~~FB ~~(non-binding)~~Financial ~~basis~~Corporation, ~~the~~management ~~merger-related compensation that~~ will ornot ~~may~~conduct bean ~~paid~~earnings toconference ~~Franklin’s~~call ~~named~~or ~~executive officers in connection with the merger~~webcast. ~~The voting results on this proposal were as follows:~~

	Votes For	Votes Against	Votes abstained	Broker Non-Votes
Common Stock	9,436,684	437,333	106,731	-

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in Item 2.02 and Item 7.01 disclosures, including Exhibit 99.1, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

~~Proposal~~Item 3: The shareholders approved the motion to adjourn the Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve Merger Agreement9.01. ~~The~~Financial ~~voting~~Statements ~~results~~and ~~on this proposal were as follows:~~Exhibits.

	Votes For	Votes Against	Votes abstained	Broker Non-Votes
Common Stock	9,128,796	776,938	75,014	-

(d)Exhibits.

Although the foregoing proposal was approved, adjournment of the Special Meeting was not necessary or appropriate because Franklin’s shareholders approved the Merger Agreement.


Exhibit Number			Description

99.1			Press Release of Franklin Financial Network, Inc., dated July 27, 2020

~~SIGNATURES~~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.

Date: July 27, 2020

FRANKLIN FINANCIAL NETWORK, INC.

By:

/s/ Christopher J. Black

Christopher J. Black

Executive Vice President and

Chief Financial Officer

Date: June 16, 2020

Filing Compare · Franklin Financial Network Inc.