Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 15, 2020, Franklin Financial Network, Inc. ("Franklin") held a special meeting of its shareholders (the "Meeting"). Of the 14,919,433 shares of Franklin's common stock issued and outstanding at the close of business as of April 27, 2020, the record date for the Meeting, shareholders representing a majority of the shares of Franklin's common stock issued and outstanding and entitled to vote at the Meeting were present or represented by proxy at the Meeting, constituting a quorum for all matters to be presented at the Meeting.

The following is an overview of the 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 a tabulation of the votes with respect to each proposal.

Proposal 1: The shareholders approved the Agreement and Plan of Merger, dated as of January 21, 2020 (the "Merger Agreement"), by and among Franklin, FB Financial Corporation ("FB Financial") and Paisley Acquisition Corporation ("Merger Sub"), pursuant to which Merger Sub will merge with and into Franklin (the "merger"), with Franklin as the surviving entity and a wholly owned subsidiary of FB Financial. The voting results on this proposal were as follows:



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

Proposal 2: The shareholders approved on an advisory (non-binding) basis, the merger-related compensation that will or may be paid to Franklin's named executive officers in connection with the merger. 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            -

Proposal 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 Agreement. The voting results on this proposal were as follows:



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

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

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