UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
FRANKLIN ELECTRIC CO., INC.
(Name of Registrant as Specified in its Charter)
___________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
___________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
___________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
5) Total fee paid:
___________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid: ____________________________
2) Form, Schedule or Registration Statement No.: ______
3) Filing Party: ______________________________________
4) Date Filed: ________________________________________
This Amendment files the Form of Proxy accompanying the Proxy
Statement originally filed and the Notice of Internet Availability of
Proxy Materials.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING:
The Notice & Proxy Statement and Annual Report are available
at www.proxyvote.com
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FRANKLIN ELECTRIC CO., INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
May 2nd, 2008
The undersigned hereby appoints R. Scott Trumbull and Thomas
J. Strupp, or either of them, as proxies, each with the
power to appoint his substitute, and hereby authorizes them
to represent and to vote, as designated on the reverse side
of this ballot, all of the shares of Common Stock of
Franklin Electric Co., Inc. that the undersigned is entitled
to vote at the Annual Meeting of Shareholders to be held at
9:00 am, Eastern on May 2, 2008, at 120 W. Jefferson Blvd.,
Ft. Wayne, Indiana, and any adjournment or postponement
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE,
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED ON THE REVERSE SIDE AND "FOR" PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[FRANKLIN ELECTRIC LOGO] VOTE BY INTERNET - WWW.PROXYVOTE.COM
FRANKLIN ELECTRIC CO., INC. -----------------
400 E SPRING ST. Use the Internet to transmit your voting instructions and for
BLUFFTON, IN 46714 electronic delivery of information up until 11:59 P.M. Eastern
Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Franklin
Electric Co., Inc. in mailing proxy materials, you can consent
to receiving all future proxy statements, proxy cards and
annual reports electronically via e-mail or the Internet. To
sign up for electronic delivery, please follow the instructions
above to vote using the Internet and, when prompted, indicate
that you agree to receive or access shareholder communications
electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Franklin
Electric Co., Inc., c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: FRANK1 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
FRANKLIN ELECTRIC CO., INC. FOR WITHHOLD FOR ALL To withhold authority to
ALL ALL EXCEPT vote for any individual
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS nominee(s), mark "For All
1 AND 2 Except" and write the
VOTE ON DIRECTORS [_] [_] [_] number(s) of the
1. To elect as Directors of Franklin nominee(s) on the line
Electric Co., Inc. the nominees below.
listed below. _______________________
NOMINEES:
01) David T. Brown
02) David A. Roberts
03) Howard B. Witt
VOTE ON PROPOSAL FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of Deloitte & Touche, LLP as independent [_] [_] [_]
registered public accounting firm for the 2008 Fiscal year.
3. In their discretion, upon such other matters that may properly come before the
meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the manner directed
herein by the undersigned Shareholder(s). If no direction is made, this proxy will be voted "FOR"
items 1 and 2. If any other matters properly come before the meeting, or if cumulative voting is
required, the person named in this proxy will vote in their discretion.
Please indicate if you plan to attend this YES NO
meeting. [_] [_]
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* * * *
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*________________________________________________* *____________________________________________*
Signature [PLEASE SIGN WITHIN BOX] DATE Signature (Joint Owners) Date
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON 5/2/08.
THIS COMMUNICATION PRESENTS ONLY AN OVERVIEW OF THE MORE COMPLETE
PROXY MATERIALS THAT ARE AVAILABLE TO YOU ON THE INTERNET. WE
ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION
CONTAINED IN THE PROXY MATERIALS BEFORE VOTING.
THE NOTICE & PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT
WWW.PROXYVOTE.COM
To view this material, have the 12-digit Control #(s) available and
visit: www.proxyvote.com
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IF YOU WANT TO RECEIVE A PAPER OR E-MAIL COPY OF THE ABOVE LISTED
DOCUMENTS YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR
REQUESTING A COPY. PLEASE MAKE YOUR REQUEST FOR A COPY AS INSTRUCTED
BELOW ON OR BEFORE 4/14/08 TO FACILITATE TIMELY DELIVERY.
To request material: INTERNET: www.proxyvote.com
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TELEPHONE: 1-800-579-1639 **EMAIL: sendmaterial@proxyvote.com
**If requesting material by e-mail please send a blank e-mail with the
12-DIGIT CONTROL# (LOCATED ON THE FOLLOWING PAGE) in the subject line.
Requests, instructions and other inquiries will NOT be forwarded to
your investment advisor.
FRANKLIN ELECTRIC CO., INC.
[Image of Person] VOTE IN PERSON
Many shareholder meetings have
attendance requirements including,
but not limited to, the possession
of an attendance ticket issued by
the entity holding the meeting.
Please check the meeting materials
for any special requirements for
meeting attendance. At the Meeting
you will need to request a ballot
to vote these shares.
FRANKLIN ELECTRIC CO., INC.
400 E. SPRING ST.
BUFFINGTON, IND 46714
R1FRK1
[Image of Computer] VOTE BY INTERNET
To vote NOW by Internet, go to
WWW.PROXYVOTE.COM. Use the
Internet to transmit your voting
instructions and for electronic
delivery of information up until
11:59 P.M. Eastern Time the day
before the cut-off date or meeting
date. Have your notice in hand
when you access the web site and
follow the instructions.
MEETING LOCATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2008 Annual Meeting of Shareholders of Franklin Electric Co., Inc.
will be held on
May 2, 2008 at 9:00 a.m. EDT at: The Grand Wayne Center
Room: Jefferson A
120 W. Jefferson Blvd.
Ft. Wayne, IN 46825
The Board of Directors has fixed the close of business on February 29,
2008 for the determination of shareholders entitled to receive notice
and to vote at the Annual Meeting of Shareholders or any
adjournment(s) thereof.
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MEETING DIRECTIONS
FOR DIRECTIONS TO THE ANNUAL MEETING, PLEASE CALL: 260-824-2900
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VOTING ITEMS
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1 AND 2.
1. To elect as Directors of Franklin Electric Co., Inc. the nominees
listed below.
NOMINEES:
01) David T. Brown
02) David A. Roberts
03) Howard B. Witt
2. Ratify the appointment of Deloitte & Touche, LLP as the Company's
independent registered public accounting firm for the 2008 fiscal
year.
3. In their discretion, upon such other matters that may properly
come before the meeting or any adjournment or adjournments
thereof.
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