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

On January 27, 2020, the Board of Directors (the "Board") of Franklin Electric Co., Inc. (the "Company") (i) amended the Bylaws of the Company to permit flexibility in the number of directors, (ii) elected Mr. Victor Grizzle as a director and (iii) appointed Mr. Grizzle as a member of the Board's Audit Committee. The press release announcing Mr. Grizzle's election is attached hereto as Exhibit 99.1.

Mr. Grizzle was not selected pursuant to any arrangement or understanding between him and any other person. There has been no transaction, or proposed transaction, since January 1, 2019, to which the Company was or is to be a party, and in which Mr. Grizzle or any member of his immediate family had or is to have a direct or indirect material interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

Section 1.1 On January 27, 2020, the Board amended the Company's Amended and Restated Bylaws (the "Bylaws"), by amending Article III, Section 3.1 of the Bylaws to read as follows: "The Board of Directors shall consist of at least seven and not more than eleven members, provided that the number of directors may be increased or decreased from time to time by an amendment to these Bylaws or by resolution adopted by the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock outstanding, the directors shall be divided into three classes, designated as Class I, Class II and Class III, respectively, which at all times shall be as nearly equal in number as possible. One class of directors shall be elected annually to serve for a term of three years or until their successors shall have been elected and qualified. The classes and terms of directors shall not be governed by Indiana Code Section 23-1-33-6(c)." The amendment to the Bylaws took effect immediately. A copy of the Bylaws, as amended, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits:

  Exhibit Number            Description
3.1                           Amended and Restated Bylaws of Franklin Electric Co., Inc.
99.1                          Press release - "Franklin Electric Announces Victor Grizzle Elected to
                            be a Director of the Company"
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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