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.    )

Filed by the Registrant  x☒                             Filed by a Partyparty other than the Registrant  ¨☐

Check the appropriate box:

FRANKLIN FINANCIAL NETWORK, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Shareholder:

You are cordially invited to attend the 20162017 annual meeting of shareholders, which will be held on Thursday, May 26, 201625, 2017 at 4:00 p.m.9:30 a.m. Central Time at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064.

The notice and proxy statement on the following pages contain details concerning the business to come before the meeting.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our annual meeting and the cost to the Company associated with the physical printing and mailing of proxy materials.

Regardless of whether you plan to attend the 20162017 annual meeting in person, please vote and submit your proxy as soon as possible via the Internet, by telephone, or if you have requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. This will not prevent you from voting in person at the meeting, but will help to secure a quorum and avoid added solicitation costs. If you decide later to attend the meeting, you may withdraw your proxy at any time and vote your shares in person.

By Order of the Board of Directors

RICHARD E. HERRINGTON

President and Chief Executive Officer

NOTICE OF 20162017 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 26, 201625, 2017

To the Shareholders of Franklin Financial Network, Inc.:

NOTICE IS HEREBY GIVEN that we will hold the 20162017 annual meeting of shareholders of Franklin Financial Network, Inc., a Tennessee corporation (“FFN” or the “Company”), on Thursday, May 26, 201625, 2017 at 4:00 p.m.9:30 a.m. Central Time, at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064. The 20162017 annual meeting is being held for the following purposes:

1. To elect eight directors to serve on our board of directors for aone-year term;

2. To approve an amendment to our Charter, as amended, to increase the authorized shares of our common stock, no par value, from 20,000,000 to 30,000,000;

3. To approve and adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and

4. To ratify the selection of Crowe Horwath LLP as our independent auditor for 2017.

Shareholders also will transact any other business that properly comes before the 20162017 annual meeting of shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2.THROUGH 4.

Only shareholders of record as of the close of business on April 12, 2016March 31, 2017 will be entitled to notice of and to vote at the 20162017 annual meeting of shareholders and any adjournment thereof.

We are mailing a Notice of Internet Availability of Proxy Materials to many of our shareholders instead of paper copies of our proxy statement and our annual report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how shareholders can receive a paper copy of our proxy materials, including the proxy statement, our 20152016 Annual Report and proxy card.

We hope that you will be able to attend the meeting. We ask, however, whether or not you plan to attend the meeting that you vote as soon as possible. Promptly voting will help ensure that the greatest number of shareholders are present whether in person or by proxy. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card enclosed with those materials. Please review the instructions on each of your voting options described in thisthe proxy statement, as well as in the Notice you received in the mail.

If you attend the annual meeting in person, you may revoke your proxy at the annual meeting and vote your shares in person. You may revoke your proxy at any time before the proxy is exercised. Should you desire to revoke your proxy, you may do so as provided in the accompanying proxy statement.

By orderOrder of ourthe Board of Directors

RICHARD E. HERRINGTON

President and Chief Executive Officer

April 15, 201614, 2017

Franklin, Tennessee

TABLE OF CONTENTS

PROXY STATEMENT FOR

20162017 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 26, 201625, 2017

We are delivering these proxy materials to solicit proxies on behalf of the board of directors of Franklin Financial Network, Inc., for the annual meeting of shareholders to be held on Thursday, May 26, 2016,25, 2017, beginning at 4:00 p.m.9:30 a.m. Central Time, at the main office of Franklin Synergy Bank in the Musgrove Auditorium, which is located at 722 Columbia Avenue, Franklin, Tennessee 37064.

We first mailed the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 15, 2016.14, 2017.

Unless the context otherwise indicates, any reference in this proxy statement to “Franklin Financial,” “our company,” “the company,” “us,” “we” and “our” refers to Franklin Financial Network, Inc. together with its consolidated subsidiaries (including Franklin Synergy Bank), any reference to “FFN” refers to Franklin Financial Network, Inc. only and any reference to “FSB” or the “Bank” refers to our banking subsidiary, Franklin Synergy Bank.

At the meeting, our shareholders will vote on proposals to (1) elect eight directors to serve on our board of directors for aone-year term; (2) approve an amendment to our Charter, as amended, to increase the authorized shares of our common stock, no par value, from 20,000,000 to 30,000,000; (3) approve and (2)adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and (4) ratify the selection of Crowe Horwath LLP as our independent auditor for 2016.2017. The proposals are set forth in the accompanying Notice of 20162017 Annual Meeting of Shareholders and are described in more detail in this proxy statement. Shareholders also will transact any other business, not known or determined at the time of this proxy solicitation that properly comes before the 20162017 annual meeting of shareholders, although our board of directors knows of no such other business to be presented.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2.THROUGH 4.

When you submit your proxy by executing and returning the enclosed proxy card, you will authorize the proxy holders—Richard E. Herrington, Sally P. KimbleSarah L. Meyerrose and Mandy M. Garland—to vote as proxy all your shares of common stock and otherwise to act on your behalf at the 20162017 annual meeting of shareholders and any adjournment thereof, in accordance with the instructions set forth therein. These persons also will have discretionary authority to vote your shares on any other business that properly comes before the meeting. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any adjournment of the meeting.

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QUESTIONS AND ANSWERS ABOUT THE 20162017 ANNUAL MEETING OF SHAREHOLDERS

Why did I receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), this year the Company will use the Internet as the primary means of furnishing proxy materials to shareholders.shareholders again this year. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the complete proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and the cost to the Company associated with the physical printing and mailing of materials.

What is the purpose of the 20162017 annual meeting?

At the 20162017 annual meeting, shareholders will act upon the following matters:

1. To elect eight directors to serve on our board of directors for aone-year term;

2. To approve an amendment to our Charter, as amended, to increase the authorized shares of our common stock, no par value, from 20,000,000 to 30,000,000;

3. To approve and adopt the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and

4. To ratify the selection of Crowe Horwath LLP as our independent auditor for 2017.

Shareholders also will transact any other business, not known or determined at the time of this proxy solicitation, that properly comes before the 20162017 annual meeting of shareholders, although our board of directors knows of no such other business to be presented.

Who is entitled to vote?

Only shareholders of record at the close of business on April 12, 2016,March 31, 2017, the record date for the 20162017 annual meeting, are entitled to receive notice of the 20162017 annual meeting and to vote the shares of common stock that they held on that date at the 20162017 annual meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted on at the 20162017 annual meeting.

What constitutes a quorum?

The presence at the 20162017 annual meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum.

As of April 12, 2016,March 31, 2017, there were 10,614,18413,064,110 shares of common stock outstanding. Shares held by shareholders present at the 20162017 annual meeting in person or represented by proxy who elect to abstain from voting nonetheless will be included in the calculation of the number of shares considered present at the 20162017 annual meeting.

What happens if a quorum is not present at the 20162017 annual meeting?

If a quorum is not present at the scheduled time of the meeting, the holders of a majority of the shares of common stock present in person or represented by proxy at the meeting may adjourn the meeting to another place, date, or time until a quorum is present. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.

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May I vote my shares in person at the annual meeting?

Yes. You may vote your shares at the annual meeting if you attend in person, even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the annual meeting in person, however, in order to assist us in tabulating votes at the annual meeting, we encourage you to vote by using the Internet, telephone, or, if applicable, by returning a proxy card.

How do I vote before the annual meeting?

Before the annual meeting, you may vote your shares in one of the following three ways: (1) via the Internet by following the instructions provided in the Notice, (2) by mail, if you requested printed copies of the proxy materials, by filling out the form of proxy card and sending it back in the envelope provided, or (3) by telephone, if you requested printed copies of the proxy materials, by calling the toll free number found on the proxy card. If you requested printed copies of the proxy materials, and properly sign and return your proxy card and return it in the prepaid envelope, your shares will be voted as you direct.

Please use only one of the three ways to vote. If you hold shares in the name of a broker, your ability to vote those shares by Internet or telephone depends on the voting procedures used by your broker, as explained below.

How do I vote if my broker holds my shares in “street name”?

If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), your bank or broker will send you the Notice. Many (but not all) brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. that offers Internet and telephone voting options. If you do not give instructions to your nominee, it will nevertheless be entitled to vote your shares on “discretionary” items but will not be permitted to do so on “non-discretionary”“non-discretionary” items. ProposalProposals 1 is a and 3 arenon-discretionary item items for which a nominee will not have discretion to vote in the absence of voting instructions from you. However, ProposalProposals 2 is aand 4 are discretionary itemitems on which your nominee will be entitled to vote your shares even in the absence of instructions from you.

Can I change my mind and revoke my proxy?

Yes. To revoke a proxy given pursuant to this solicitation, you must:

What are the Board’s recommendations?

Our board of directors unanimously recommends that you vote:

3.

“FOR” the approval and adoption of the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan; and

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What happens if I do not specify how my shares are to be voted?

If you sign and return your proxy card or complete the telephone or Internet voting procedures but do not specify how you want to vote your shares, your shares will be voted“FOR” “FOR” each of Proposals 1 and 2.through 4.

Will any other business be conducted at the 20162017 annual meeting?

As of the date hereof, our board of directors knows of no business that will be presented at the annual meeting other than the proposals described in this proxy statement. If any other business is properly brought before the 20162017 annual meeting, the proxy holders will vote your shares in accordance with their best judgment.

What vote is required to approve each item?

How will Abstentions and BrokerNon-Votes be Treated?

You do not have the option of abstaining from voting on Proposal 1, but you may abstain from voting on Proposal 2.Proposals 2 through 4. With respect to Proposal 1, because the directors are elected by a plurality vote, an abstention will have no effect on the outcome of the vote and, therefore, is not offered as a voting option on the proposal. In the case of an abstention on ProposalProposals 2 through 4, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum but will not be voted on that proposal.those proposals. Therefore, abstentions will have no effect on whether Proposal 2 isProposals2-4 are approved so long as a quorum is present.

Brokernon-votes occur when a brokerage firm, bank, or other nominee does not vote shares that it holds in “street name” on behalf of the beneficial owner because the beneficial owner has not provided voting instructions to the nominee with respect to anon-discretionary item. ProposalProposals 1 is a and 3 arenon-discretionary item items for which

a nominee will not have discretion to vote in the absence of voting instructions from you. However, ProposalProposals 2 is aand 4 are discretionary itemitems on which your nominee will be entitled to vote your shares of common stock even in the absence of instructions from you. Accordingly, it is possible for there to be brokernon-votes with respect to Proposal 1,Proposals 1and 3, but there will not be brokernon-votes with regard to Proposal 2.Proposals 2 and 4. In the case of a brokernon-vote, your shares of common stock would be included in the number of shares of common stock considered present at the meeting for the purpose of determining whether there is a quorum. A brokernon-vote, being shares of common stock not entitled to vote, would not have any effect on the outcome of the vote on Proposal 1.Proposals 1 and 3.

How can I find the voting results of the Annual Meeting?annual meeting?

We will include the voting results in a Current Report on Form8-K, which we will file with the SEC no later than four business days following the completion of the Annual Meeting.annual meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 12, 2016March 31, 2017, unless otherwise indicated, for (i) each person known by us to beneficially own more than five percent of our common stock in accordance with Rule13d-3 under the Securities Exchange Act of 1934, as amended; and (ii) each of our directors; each of our director nominees; each of our named executive officers; and all of our executive officers and directors as a group. We are not aware of any shareholder, or group of affiliated shareholders, who beneficially owns more than five percent of the outstanding shares of our common stock.

Beneficial ownership for the purposes of the following table is determined in accordance with rules and regulations of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options, restricted stock and warrants currently exercisable or exercisable within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding the options or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.

Unless otherwise indicated, the address of each of the individuals named in the table below under “Named Executive Officers, Directors and Directors”Director Nominees” is c/o Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

(3)(4)

Includes 60,80039,300 shares of our outstanding common stock beneficially owned by Mr. Brockman. Also includes 13,50010,125 shares of common stock held by Mr. Brockman’s spouse, warrants to purchase 125 shares of our common stock held by Mr. Brockman’s spouse and 17,07020,570 shares of common stock issuable upon the exercise of options exercisable on April 12, 2016March 31, 2017 or within 60 days thereafter.

(4)(5)

Includes 152,69321,000 shares of our outstanding common stock beneficially owned by Mr. Cross jointly. Also includes 11,195 shares of common stock issuable upon the exercise of options exercisable on March 31, 2017 or within 60 days thereafter.

(6)

Includes 152,610 shares of our outstanding common stock beneficially owned by Mr. Herrington. Also includes 52,000 shares held by Mr. Herrington’s spouse, 57,300 shares of common stock beneficially owned by Mr. Herrington jointly, and 114,518124,081 shares of common stock issuable upon the exercise of options

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Section 16(a) Beneficial Ownership Reporting Compliance

The federal securities laws require our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our securities. Based solely on our review of the copies of these forms received by us or representations from reporting persons, we believe that SEC beneficial ownership reporting requirements for 20152016 were met, with the exception of the following late reports in 2015:2016:

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CORPORATE GOVERNANCE

Director Independence

Our amended and restated bylaws require our board of directors to have not less than five directors nor more than 25 directors. The board of directors may determine the number of directors from time to time by the vote of the majority of the whole board. The Tennessee Banking Act and the bylaws of the Bank require the Bank to have a board of directors consisting of not less than five nor more than 25 members. Each of the directors of the Bank during his or her whole term of service must be a citizen of the United States. A majority of the Bank’s directors must reside either within the State of Tennessee or within 100 miles of the location of any branch for at least one year immediately preceding their election and during the entire term of their service as directors.

Under the rules of the New York Stock Exchange (“NYSE”), the national securities exchange on which our common stock is listed, independent directors must comprise a majority of our board of directors. The rules of the NYSE, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Our board of directors has undertaken a review of the independence of each director based upon these rules. Applying these standards, our board of directors has affirmatively determined that Mr. Allen, Ms. Stephens, Ms. Sullivan, Mr. Waldron and Mr. Wynd qualify as independent directors under applicable rules. In making these determinations, our board of directors considered the current and prior relationships that each director and director nominee has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

Leadership Structure

Our board of directors meets at least annually, and the board of directors of the Bank meets at least monthly. Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. The board has determined that having our Chief Executive Officer serve as Chairman of the Board is in the best interests of our shareholders at this time. This structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The board views this arrangement as also providing an efficient connection between our management and the board, enabling the board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board in a timely manner.

Committees of the Board of Directors

Our board of directors has established the following committees: an audit committee, a compensation committee and a corporate governance and nominating committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

The purpose of the audit committee is set forth in the audit committee charter and includes assisting the board of directors in overseeing:

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The audit committee consists of Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan, Gregory E. Waldron and Benjamin P. Wynd, with Ms. Sullivan serving as chairman. Our board has determined each of these members is an independent director under the applicable SEC rules and the NYSE listing standards for audit committee members, and Ms. Sullivan is an “audit committee financial expert” within the meaning of Item 407 of RegulationS-K. Each member of the audit committee has the ability to read and understand fundamental financial statements. Our board of directors has adopted a written charter under which the audit committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website.

Nominating and Corporate Governance Committee

The purpose of the nominating and corporate governance committee is set forth in the nominating and corporate governance committee charter and includes:

The nominating and corporate governance committee currently consists of Jimmy E. Allen, Pamela J. Stephens, Melody J. Sullivan and Gregory E. Waldron. Our board has determined each of these members is an independent director under the applicable SEC rules and NYSE listing standards. Our board of directors has adopted a written charter under which the nominating and corporate governance committee operates. A copy of the charter, which satisfies the applicable standards of the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website.

Compensation Committee

The purpose of the compensation committee is set forth in the compensation committee charter and includes:

The compensation committee currently consists of Jimmy E. Allen, Pamela J. Stephens and Melody J. Sullivan. Our board has determined each of these members is an independent director under the applicable SEC rules and NYSE listing standards. Our board of directors has adopted a written charter under which the compensation committee operates. A copy of the charter, which satisfies the applicable standards of the SEC and the NYSE, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website.

Board of Directors and Committee Meetings

Our board of directors met 14thirteen (13) times during 2015.2016. Each member of our board of directors attended more than 75% of the total number of meetings of our board of directors and its committees on which he or she served during 2015.2016. Members of our board of directors are encouraged to attend the 20162017 annual meeting of shareholders. A majority of the members of our board of directors attended the 20152016 annual meeting of shareholders either in person or via telephone conference.

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Risk Management and Oversight

The board of directors is responsible for engaging external accounting and auditing firms to independently assess critical elements of risk. The audit committee has engaged Crowe Horwath LLP to perform the annual financial audit and render an opinion on the fairness of the financial statements. The firm of Elliott Davis Decosimo PLLC performs an annual audit of information systems and internal controls. The firm of Elliott Davis Decosimo PLLC also performsperformed loan review on a semi-annual andas-needed basis. basis in 2016. For 2017, the firm of BKD, LLP will perform the loan review function. Independent auditors report their findings directly to the audit committee of the board of directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines, which set forth a flexible framework within which our board of directors, assisted by board committees, directs the affairs of our company. The guidelines address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, management succession and review, board committees and selection of new directors.

We have adopted a code of business conduct and ethics applicable to our directors, officers and employees including specific standards and guidelines applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code, includingand the corporate governance guidelines, is available on our corporate website (www.franklinsynergybank.com), accessible from the “Governance Documents” link on the “Investor Relations” subpage of our website. We expect that any amendments to such code and guidelines, or any waivers of their requirements, will be disclosed on our corporate website and by other means required by the NYSE rules.

Communications with Members of the Board of Directors

The Company’s board of directors has established procedures for the Company’s shareholders and other interested parties to communicate with members of the board of directors. ShareholdersThe board of directors has designated a lead independent director, Melody Sullivan, to preside over executive sessions of the independent members of the board of directors. Any interested party, including shareholders, may communicate with Ms. Sullivan, or any of the Company’s directors, including the chairperson of any of the committees of the board ofindependent directors, by writing to asuch director c/o Franklin Financial Network, Inc., 722 Columbia Avenue, Franklin, Tennessee 37064.

Shareholder Nominations

Our nominating and corporate governance committee has no set procedures or policy on the selection of nominees or evaluation of shareholder recommendations and will consider these issues on acase-by-case basis. Our nominating and corporate governance committee will consider shareholder recommendations for director nominees that are properly received in accordance with our bylaws and the applicable rules and regulations of the SEC. Our nominating and corporate governance committee screens all potential candidates in the same manner. Our nominating and corporate governance committee review will typically be based on all information provided with respect to the potential candidate. Our nominating and corporate governance committee has not established specific minimum qualifications that must be met by a nominee for a position on our board of directors or specific qualities and skills for a director. Our nominating and corporate governance committee may consider the diversity of qualities and skills of a nominee, but our nominating and corporate governance committee has no formal policy in this regard. For more information, please see the section below entitled “ADDITIONAL INFORMATION.”

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COMPENSATION DISCUSSION AND ANALYSIS

FFN is providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups (JOBS) Act. FFN’s named executive officers for 2015,2016, which consist of FFN’s principal executive officer and its two other most highly compensated executive officers are:

Summary Compensation Table

The table below shows the compensation for services in all capacities FFN paid to its Chief Executive Officer and its two other most highly compensated executive officers (which are referred to as named executive officers) during the years ended December 31, 20152016 and 2014,2015, except information for Mr. MossMcDaniel is for 20152016 only since he was not a named executive officer in 2014:2015:

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Outstanding Equity Awards at FiscalYear-End

The following tables show the number of equity awards outstanding as of December 31, 20152016 for FFN’s named executive officers.

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Outside Director Compensation Table for 20152016

Directors of FFN receive fees, payable quarterly, as follows: (i) each director receives $5,000$8,000 per year as compensation for service as a member of the board of directors of FFN; (ii) audit, nominating and corporate governance and compensation committee chairpersons receive an additional $2,000$3,000 per year as compensation for serving as chairpersons of each such committee; and (iii) the Chairman of the Board receives an additional $2,000$4,000 as compensation for serving as chairman. Directors of the Bank receive fees for monthly board meetings. The board of directors of FFN meets at least once per year, and the board of directors of the Bank meets monthly.

There is standard medical and disability insurance for officers and employees similar to other banking institutions in the area. FFN may enter into other incentive compensation, bonus, and/or pension plans with its officers and employees in the future as may be decided by the board of directors. Officers and employees will receive salaries standard in the market and industry.

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An aggregate of equity incentive awards equal to up to 4,000,000 shares is currently reserved for stock options and restricted shares for employees and others pursuant to anour 2007 Omnibus Equity Incentive Plan (see further details below).Plan. Stock options have been issued with exercise prices ranging from $8.57-$22.948.57-$37.40 as of December 31, 2015.2016. Options and restricted shares have been issued in the following amounts to the described groups of individuals:

1.Incorporators/Non-Employee Directors. Each of the initial organizers and investors of the Company (the “Incorporators”) received options to purchase 12.5% of the number of shares that the Incorporator purchased in FFN’s initial stock offering (up to the first 50,000 shares an Incorporator purchased) at $10.00 per share, resulting in 33,750 options issued to Incorporators. No Incorporator could receive options to purchase shares that exceed the number of shares being purchased by the Incorporator. Such options were issued to the Incorporators as a form of recognition for the risk these individuals bore and their efforts in organizing FFN. In addition,non-employee directors were issued an additional 500 options each on February 20, 2008; 3,875 options each on June 15, 2009; 450 options each on July 22, 2010; 900 options each on June 2, 2011; 2,175 options each on June 1, 2012; and 2,475 options each on May 31, 2013, foryear-end compensation, 3,300 options each on June 1, 2014, 9,000 options each on April 30, 2015, 2,000 options each on July 1, 2015, and 2,000 options each on October 1, 2015 (other than Mr. Wynd) on October 1, 2015. Mr. Wynd, who was issued 667 options on October 1, 2015.2015), 2,000 options each on January 1, 2016 and 2,500 options each on April 1, 2016, July 1, 2016 and October 1, 2016.

2. Employees. As an incentive to employees of FFN or the Bank, incentive awards are made available for allocation by the board of directors through the 2007 Omnibus Equity Incentive Plan. As of December 31, 2015,2016, FFN has the ability to issue up to 2,345,8252,014,652 additional equity incentive awards after allocating 1,312,7911,395,016 options to employees/directors/Incorporators and 140,105186,413 shares of restricted stock have been granted to employees foryear-end incentive compensation. Subsequent to their respective grant dates, 34,24167,648 shares of such restricted stock have vested.vested and 12,307 have been forfeited.

For additional information about our 2007 Omnibus Equity Incentive Plan and our proposed 2017 Omnibus Equity Incentive Plan, please see “Proposal 3—Approval of 2017 Omnibus Equity Incentive Plan.”

Compensation Committee Interlocks and Insider Participation

Jimmy E. Allen, Pamela J. Stephens and Melody J. Sullivan served as members of FFN’s compensation committee in 2016. None of the members of the compensation committee is a current or former officer of FFN. There is not, nor was there during 2016, any compensation committee interlock or insider participation on the compensation committee required to be disclosed under Item 407 of RegulationS-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank has had, and expects to have in the future, loans and other banking transactions in the ordinary course of business with directors (including our independent directors) and executive officers of FFN and its subsidiaries, including members of their families or corporations, partnerships or other organizations in which such officers or directors have a controlling interest. These loans are made on substantially the same terms (including interest rates and collateral) as those available at the time for comparable transactions with persons not related to the bank and did not involve more than the normal risk of collectability or present other unfavorable features.

In addition, the Bank is subject to the provisions of Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. The Bank is also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Policies and Procedures for Related Person Transactions

FFN has a written related person transactions policy, pursuant to which FFN’s executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with FFN without the consent of FFN’s audit committee. Any request for FFN to enter into a transaction with an executive officer, director, principal shareholder or any of such persons’ immediate family members, other than transactions available to all employees generally or involving less than $5,000 when aggregated with similar transactions, must be presented to FFN’s audit committee for review, consideration and approval, unless the transaction involves an employment or other compensatory arrangement approved by the compensation committee. All of FFN’s directors, executive officers and employees are required to report to FFN’s audit committee any such related person transaction. In approving or rejecting the proposed agreement, FFN’s audit committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person’s interest in the transaction and, if applicable, the impact on a director’s independence. After consideration of these and other factors, the audit committee may approve or reject the transaction. Consistent with the policy, if FFN should discover related person transactions that have not been approved, the audit committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Certain Transactions with Management

Banking transactions with directors, officers, and employees may be performed in the ordinary course of business. Any extensions of credit to these individuals is made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and will not involve more than the normal risk of repayment. Outstanding loans to executive officers, directors, principal shareholders, and companies with whom they are associated as of December 31, 2016, were approximately $13,487,800.

The officers and directors are required to devote only so much of their time to the business of the Bank and FFN as in their judgment is reasonably required. The officers and directors, and their affiliates, may engage, and are presently engaging, for their own accounts in other business ventures, including management and the formation of other corporations or ventures. Such activities may result in conflicts of interest.

Based on competitive bids, FFN is using Full Service Insurance to provide various insurance coverage including health, director’s and officer’s liability, personal property and bond coverage. Full Service Insurance is an

affiliate of Paul M. Pratt, Jr., a director of FFN until February 23, 2016 and one of the director nominees of FFN for election at the 2017 annual meeting. Mr. Pratt owns 50% of Full Service Insurance and the remaining 50% is owned by Mr. Pratt’s brother. In 2016, payments to Full Service Insurance totaled $805,681.40.

The Bank leases a facility from Columbia Avenue Partners, LLC (“Columbia Avenue Partners”) in Downtown Franklin to house the main office, corporate headquarters, and operational areas. Columbia Avenue Partners is an affiliate of Henry W. Brockman, Dr. David H. Kemp, and, until December 31, 2013, Paul M. Pratt, Jr., each of whom were directors of FFN and the Bank during 2016. The Bank received a third party review to assure lease rates and terms are competitive. In 2016, payments to Columbia Avenue Partners, LLC totaled $1,809,667.79. In early 2013, construction began on an additional operations facility adjacent to the Bank’s 722 Columbia Avenue headquarters. This property is now leased from Columbia Avenue Partners. In addition, on June 11, 2015, the Bank entered into a Triple Net Office Lease Agreement for additional office space and parking for the Bank with Columbia Avenue Partners. The lease has a term of 15 years and provides for monthly rent payments of $46,508.45 per month. In addition to the Columbia Avenue offices, the Bank has signed a lease with Berry Farms Real Estate Partners, LLC, consisting of directors Brockman, Kemp, and, until December 31, 2013, Pratt, for the Bank’s Berry Farms branch, which opened in September 2013. In 2016, payments to Berry Farms Real Estate Partners, LLC totaled $144,974.57. In September 2013, the Bank entered into an agreement with Aspen Development of Cool Springs, LLC, comprised of directors Brockman and Kemp, to relocate the Bank’s Cool Springs branch. That lease commenced in June 2014. In 2016, payments to Aspen Development of Cool Springs, LLC totaled $330,590.35. On February 19, 2015, the Bank entered into a sale leaseback transaction with Murfreesboro Branches, LLC, pursuant to which the Bank sold the real estate of the South Church Street branch, the Old Fort Parkway branch and the Sam Ridley Parkway branch, all located in Rutherford County, Tennessee, to Murfreesboro Branches, LLC for a purchase price of $4,095,000. The Bank entered into three Triple Net Lease Agreements for the three properties with Murfreesboro Branches, LLC on February 19, 2015. Murfreesboro Branches, LLC is an affiliate of directors Brockman and Kemp. In 2016, lease payments to Murfreesboro Branches, LLC totaled $285,504.06. Murfreesboro Branches, LLC sold those three branches in Murfreesboro on September 23, 2016.

Century Skanska, a Joint Venture, and Century Construction Company were contracted by Columbia Avenue Partners to provide the leasehold improvementbuild-out for the current Columbia Avenue facility and Century Skanska is also providing thebuild-out for the new adjacent operations center and office space in Downtown Franklin. Additionally, either Century Skanska or Century Construction Company performedbuild-out and other construction work for the following branches of the Bank: Brentwood, Berry Farms, Cool Springs, Nolensville, Spring Hill and Westhaven. Century Construction Company is an affiliate of and is wholly owned by James W. Cross, IV, a director of FFN (until February 23, 2016) and the Bank in 2016. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company and 60% owned by Skanska USA, and is an affiliate of Mr. Cross. In 2016, the Bank paid Century Skanska a total of $2,260,946.19 for leasehold improvement build-outs and other construction work.

On March 30, 2016, the Bank and Gateway Real Estate Partners, LLC entered into a Triple Net Office Lease Agreement for office space for the Bank in a building under development in Murfreesboro, Tennessee. Gateway Real Estate Partners, LLC is an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom were directors of the Company and the Bank in 2016. The lease has a term of 15 years and provides for monthly rent payments of $43,782 per month for the first year of the term of the Lease, subject to annual adjustment thereafter.

Effective July 8, 2016, the Bank and Century Skanska entered into that certain Standard Form of Agreement between Owner and Contractor, which provides for construction and design services tobuild-out the Bank’s Medical Center Parkway branch in Murfreesboro, Tennessee. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company, an affiliate of and wholly owned by James W. Cross, IV, a director of FFN (until February 23, 2016) and the Bank in 2016, and 60% owned by Skanska USA. The agreement provides for payments by the Bank to the Contractor of $1,455,012, with such additional payments as may be required under the agreement.

PROPOSAL 1

ELECTION OF DIRECTORS

Director Nominees

The persons listed below have been nominated by our board of directors to serve as directors for aone-year term expiring at the annual meeting of shareholders occurring in 2018. In addition to Messrs. Allen, Herrington, Waldron and Wynd and Ms. Stephens and Ms. Sullivan, each of whom are current directors of FFN, the board of directors nominated James W. Cross, IV, and Paul M. Pratt, Jr., to serve as directors. Mr. Brockman and Dr. Kemp’s terms as directors of FFN expire at the 2017 annual meeting upon the election of their successors, but they will each continue to serve as directors of the Bank after the 2017 annual meeting. Each nominee has consented to serve on our board of directors. If any nominee were to become unavailable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our board of directors. The biographies of each of the nominees below contain information regarding the person’s service as a director, business experience, director positions for SEC reporting companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the board of directors to determine that the person should serve as a director for the Company.

Jimmy E. Allen, age 77, is a director of FFN and the Bank. Mr. Allen is the President of Venture Express, Inc.; Creative Transportation; Allen’s Cartage Company, LaVergne, Tennessee; andco-owner of Center Hill Marina & Yacht Club. He attended Austin Peay State University, Clarksville, Tennessee and the University of Tennessee, Nashville. Mr. Allen formerly served as a member of the board of directors of MidSouth, Rutherford Bank & Trust, Murfreesboro and Independent Bank, Gallatin, Tennessee. He served as past chairman of Tennessee Trucking Association and Nashville Motor Freight. His past accomplishments include being selected as Nashville Business Journal’s Executive of the Year. He is a supporter of Vanderbilt Children’s Hospital and Ronald McDonald House.

Director Qualifications:

James W. Cross, IV, age 53, has been a director of the Bank since July of 2009 and was previously a director of FFN from July 2009 until February 23, 2016. Mr. Cross is President of Century Construction Company, Inc., a General Contractor in Franklin, Tennessee. Mr. Cross also serves as President of Land Contractors, Inc., a site development firm also based in Franklin, Tennessee. Mr. Cross has more than 20 years of business experience in Tennessee, beginning his career at Century Construction Company, Inc., a firm started by his father, James W. Cross, III in 1958. Mr. Cross served on the board of directors of Franklin Financial Corporation, parent of Franklin National Bank and the Tennessee affiliate board of directors of Fifth Third Bank in Franklin, Tennessee. Mr. Cross is a member of the board of directors of Williamson Medical Center, Battle Ground Academy, and the Williamson County Library Foundation. He previously served on the board of directors of Franklin Tomorrow, Leadership Franklin, Youth Leadership Franklin, the Franklin-Williamson County Chamber of Commerce and the Williamson County Library.

Director Qualifications:

Richard E. Herrington, age 69, is the President, Chief Executive Officer and Chairman of FFN, the Chairman and Chief Executive Officer of the Bank and one of the founders of FFN and the Bank. He is a veteran Williamson County, Tennessee banker with over 40 years of banking experience. In his early career, he was employed by banks in Florida and South Carolina. He moved to Middle Tennessee in 1977, and began working at First American Bank in Nashville in financial management working up to Senior Vice President. Later, he was a bank consultant with Price Waterhouse prior to establishing his own community bank data processing and consulting firm. In 1988, Mr. Herringtonco-founded Franklin Financial Corporation (Franklin National Bank) where he served as President and CEO until 2002. Late in 2002, he was recruited by the Board of Civitas BankGroup (then Cumberland Bancorp) and became the President and CEO and board member of the five-bank holding company, charged with engineering a turn-around of the troubled banking organization. In accomplishing this, he assembled a five-member executive management team that executed a successful four-year remediation plan. Mr. Herrington holds a B.A. from Newberry College in Newberry, South Carolina and certificates from the Graduate School of Economics at Florida State University and the Stonier Graduate School of Banking.

Director Qualifications:

Paul M. Pratt, Jr., age 53, has been a member of the board of directors of the Bank since inception and was previously a director of FFN from FFN’s inception until February 23, 2016. Mr. Pratt has 30 years of financial services and business experience in Franklin, Tennessee. In 1983, Mr. Pratt began his financial services career with Full Service Insurance, an independent insurance broker in Franklin, Tennessee. He rose through the ranks to become President, the position he holds today. Mr. Pratt is a 1983 graduate of Columbia State Community College with an Associate Degree in Engineering. Mr. Pratt is a Past President of the Board of Directors of the Franklin Noon Rotary Club and a former board member of Williamson Medical Foundation, anon-profit dedicated to philanthropic community gifts to Williamson Medical Center in Franklin, Tennessee. Mr. Pratt also served on the Williamson County Advisory Board of Cumberland Bank until April 2007.

Director Qualifications:

Pamela J. Stephens, age 58, has been a director of FFN and the Bank since July of 2009. Ms. Stephens is a Funeral Director and part owner and President of Williamson Memorial Funeral Home in Franklin, Tennessee, part owner and Secretary/Treasurer of Williamson Memorial Gardens in Franklin, Tennessee, and part owner and Vice President of Spring Hill Memorial Park and Funeral Home in Spring Hill, Tennessee. From 2003 to 2007, Ms. Stephens served on the board of directors of Cumberland Bank in Franklin, Tennessee. Ms. Stephens was the recipient of the Walk of Fame Award in 2015 presented by CABLE, a women’s professional organization. Ms. Stephens is a Paul Harris Fellow where she served as charter president of the Rotary Club of Spring Hill and current member of the Franklin Noon Rotary Club. She is a past president of the Cemetery Association of Tennessee, past president of the Tennessee Funeral Directors Association and past president of the Southern Cemetery and Funeral Association. Ms. Stephens is currently serving as a director on the Board of Directors for the Williamson Medical Center Foundation Board, and is a member of Mt. Carmel Cumberland Presbyterian Church.

Director Qualifications:

Melody J. Sullivan, age 64, has been a director of FFN and the Bank since May of 2010. Ms. Sullivan founded the first woman-owned CPA firm in Franklin, Tennessee’s Historic Downtown business district in July of 1986 after working as a staff accountant for one of Nashville’s most respected business owners and CPA firms, and serving as comptroller for a local food service company. She served on the board of directors of Franklin National Bank for 14 years and Fifth Third Bank for 5 years. Ms. Sullivan is a member and past president of the Franklin Breakfast Rotary Club. She served on the board of directors for Waves in Franklin, Tennessee, an organization dedicated to enabling individuals with intellectual and developmental disabilities to progress toward their full potential. She is a past president of the board of directors of Franklin Family YMCA and has served on the board of directors of United Way of Williamson County, Franklin Tomorrow, the Williamson County-Franklin Chamber of Commerce, The March of Dimes, Williamson County CASA, and Historic Carnton Plantation. Ms. Sullivan is a graduate of Leadership Franklin. She is a past chairperson of the Small Business Development Division of the Williamson County-Franklin Chamber of Commerce.

Director Qualifications:

Gregory E. Waldron, age 54, has been a director of FFN and the Bank since April 28, 2015. Mr. Waldron is a partner and managing member of Waldron Enterprises, LLC in Murfreesboro, Tennessee, which he joined in 1986. He received a Bachelor of Science in Engineering Science from Lipscomb University in Nashville, Tennessee in 1985. Waldron Enterprises, LLC is involved in building and selling new homes, building and managing apartments, developing residential lots, and developing commercial investment property for retail and

office use. He formerly served on the board of directors of MidSouth from 2003 to 2014 and as its Vice Chairman from 2012 to 2014; on the board of directors of Middle Tennessee Christian School from 1999 to 2007 and as its Vice Chairman from 2006 to 2007; on the Community Board of Cavalry Banking from 2000 to 2003; on the board of directors of Trans Financial Bank of Tennessee from 1997 to 1999; and on the Rutherford County Home Builders Association from 1994 to 1995.

Director Qualifications:

Benjamin P. Wynd, age 39, has been a director of FFN and the Bank since August 25, 2015. Mr. Wynd serves as Partner of Smiley CPAs, a local Franklin, Tennessee CPA firm started in 1986. Mr. Wynd currently serves on the board of directors for Outdoor Encounter, Inc., a Franklin, Tennessee basednon-profit organization. Prior to joining Smiley CPAs in November of 2014, Wynd was heavily involved in Nashville’s healthcare industry, serving as the Director of Financial Reporting at Tenet Healthcare/Vanguard. While at Tenet/Vanguard, he was actively engaged in working on the company’s SEC filings, including Vanguard’s initial public offering in June 2011, comprehensive debt refinancing, overseeing the financial reporting of the company’s health plans and supporting acquisition due diligence. Mr. Wynd’s experience also includes working with national accounting firms, as well as with the 2002 Olympic Winter Games in Salt Lake City, Utah. Mr. Wynd is a graduate of Transylvania University in Lexington, Kentucky. Mr. Wynd is currently a member of the Tennessee Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

Director Qualifications:

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE“FOR” EACH OF THE NOMINEES FOR ELECTION TO OUR BOARD OF DIRECTORS NAMED ABOVE.Each proxy solicited on behalf of our board of directors will be voted FOR each of the nominees for election to our board of directors unless the shareholder instructs otherwise in the proxy.

PROPOSAL 2

AMENDMENT TO THE CHARTER TO INCREASE THE NUMBER OF

AUTHORIZED SHARES OF COMMON STOCK TO 30,000,000

Background

On March 28, 2017, the board of directors authorized and approved an amendment to our Charter, as amended, to increase the number of authorized shares of common stock, no par value per share, from 20,000,000 shares to 30,000,000 shares (the “Charter Amendment”). The Charter Amendment is subject to your approval. Our board of directors recommends that you approve the Charter Amendment.

The complete text of the Charter Amendment is attached hereto as Appendix A. If the Charter Amendment is approved by our shareholders, the Charter Amendment will become effective upon filing with the Secretary of State of the State of Tennessee, which we expect to occur promptly after the 2017 annual meeting or any adjournment thereof. The text of the Charter Amendment may vary, however, for such changes that are consistent with this proposal that we may deem necessary or appropriate.

Purpose of the Amendment

Our board of directors believes that the number of shares of common stock presently available for future issuance under our Charter is insufficient and has determined it to be in our Company’s best interests and in the best interests of our shareholders to propose an increase to the number of authorized shares of common stock for general corporate purposes, potential capital raising transactions, or acquisitions. Our board of directors from time to time evaluates such opportunities and considers different capital structuring alternatives designed to advance our business strategy. Our board of directors believes that the additional shares of common stock will provide us with an enhanced flexibility to issue shares of common stock in the future without shareholder approval, except as may be required by law, regulation or stock exchange rules, to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtain shareholder approval for a particular issuance.

Description of Our Common Stock

Currently, our Charter authorizes the issuance of up to 20,000,000 shares of common stock. As of March 31, 2017, 13,064,110 shares of common stock were issued and outstanding and 1,399,261 shares of common stock were reserved for issuance under our 2007 Omnibus Equity Incentive Plan. If this proposal is approved by our shareholders, we will be authorized to issue up to 30,000,000 shares of common stock under our Charter. Although we may consider issuing shares of common stock in the future for purposes of potential capital raising transactions or acquisitions, there are currently no binding agreements or commitments with respect to the issuance of our common stock for any purpose.

The additional authorized shares of common stock, if and when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock presently outstanding. There are no preemptive rights related to the common stock.

Possible Effects on Holders of Our Common Stock

Our board of directors considered the possible negative impact the increase in the number of shares of common stock could have on the existing shareholders. Our board of directors believes that existing shareholders would experience dilution of their ownership interests as additional shares of common stock are issued. However, our board of directors concluded that any such negative impact would be outweighed by the positive effect on the shareholders resulting from our growth. Furthermore, our board of directors believes there is a potential negative impact to shareholders if we are unable to continue to raise the necessary capital for acquisition and growth needs.

Possible Anti-Takeover Effect

The Charter Amendment could adversely affect the ability of third parties to take us over or change our control by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of us with another company that our board of directors determines is not in our best interests or in the best interests of our shareholders. The ability of our board of directors to cause us to issue substantial amounts of common stock without the need for shareholder approval, except as may be required by law, regulation or stock exchange rules, upon such terms and conditions as our board of directors may determine fromtime-to-time in the exercise of its business judgment may, among other things, be used to create voting impediments with respect to changes in our control or to dilute the stock ownership of holders of common stock seeking to obtain control of us. The issuance of common stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in our control. Our board of directors, however, does not intend or view the increase in our authorized common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of us.

Availability of Dissenters’ Rights

Pursuant to the Tennessee Business Corporation Act, shareholders are not entitled to dissenters’ rights with respect to the Charter Amendment.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR””THE AMENDMENT TO THE CHARTER TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 30,000,000.Each proxy solicited on behalf of our board of directors will be voted FOR approval of the amendment to the Charter to increase the number of authorized shares of common stock to 30,000,000 unless the shareholder instructs otherwise in the proxy.

PROPOSAL 3

APPROVAL OF 2017 OMNIBUS EQUITY INCENTIVE PLAN

Effective March 28, 2017, subject to approval of our shareholders, our board of directors, on the recommendation of the compensation committee, unanimously approved and adopted the Franklin Financial Network, Inc. 2017 Omnibus Equity Incentive Plan (the “2017 Omnibus Equity Incentive Plan” or the “Plan”) for the benefit of key employees and officers of FFN and the Bank andnon-employee directors. Our board of directors has determined that the 2017 Omnibus Equity Incentive Plan is beneficial to FFN and its shareholders and recommends the approval of the 2017 Omnibus Equity Incentive Plan at the 2017 annual meeting.

Background

In 2007, FFN adopted the 2007 Qualified-Nonqualified Stock Option Plan. The shareholders of FFN at the annual meeting of shareholders in 2013 approved an amendment and restatement of this plan to be renamed the 2007 Omnibus Equity Incentive Plan (the “Plan”) (i) to increase the number of shares of FFN’s common stock available for issuance under the 2007 Omnibus Equity Incentive Plan from 1,000,000 to 1,500,000; and (ii) to add other forms of compensation that can be awarded under the 2007 Omnibus Equity Incentive Plan to include Stock Appreciation Rights (“SARs”), Restricted Stock, and cash awards. The shareholders of FFN at the annual meeting of shareholders in 2014 approved an amendment to the 2007 Omnibus Equity Incentive Plan to increase the number of shares of FFN’s common stock available for issuance under the 2007 Omnibus Equity Incentive Plan from 1,500,000 to 2,000,000. The shareholders of FFN at the annual meeting of shareholders in 2015 again approved an amendment to the 2007 Omnibus Equity Incentive Plan to increase the number of shares of FFN’s common stock available for issuance under the 2007 Omnibus Equity Incentive Plan from 2,000,000 to 4,000,000. FFN’s board of directors recommended adoption of the amendments as being necessary to attract new employees as FFN continues to grow and to have the ability to continue to reward employees with such incentive compensation, and encourage such valued employees to acquire a proprietary interest in FFN and to remain in its employ and service.

The grant of awards under the 2007 Omnibus Equity Incentive Plan is at the discretion of a committee chosen by FFN’s board of directors. Such committee has made awards of incentive stock options (“ISOs”),non-qualified options (“NSOs” and, together with the ISOs, the “Options”), and restricted shares. Effective as of February 26, 2015, the aggregate number of shares of common stock reserved for equity incentive awards for employees and others pursuant to the 2007 Omnibus Equity Incentive Plan was increased from 2,000,000 to 4,000,000. Outstanding options and restricted shares were issued in the following amounts to the described groups of individuals:

The 2007 Omnibus Equity Incentive Plan provides that no options intended to be ISOs may be granted after April 9, 2017. As a result, FFN’s board of directors has determined that it is in the best interests of FFN and its shareholders to adopt a new equity incentive plan, the 2017 Omnibus Equity Incentive Plan. The terms of the 2017 Omnibus Equity Incentive Plan are substantially similar to the terms of the 2007 Omnibus Equity Incentive Plan. If FFN’s shareholders approve the 2017 Omnibus Equity Incentive Plan at the 2017 annual meeting, FFN’s board of directors will freeze the 2007 Omnibus Equity Incentive Plan and cease issuing any awards under the 2007 Omnibus Equity Incentive Plan.

Description of the 2017 Omnibus Equity Incentive Plan

The principal provisions of the 2017 Omnibus Equity Incentive Plan are summarized below. This summary is qualified in its entirety by reference to the full text of the 2017 Omnibus Equity Incentive Plan, which is set forth in Appendix B to this proxy statement.

Plan Participants

The Plan allows a committee chosen by FFN’s board of directors (“Committee”) to grant incentive stock options (“ISOs”) within the meaning of the Internal Revenue Code (the “Code”)NSOs and ISOs to key employees and officers of FFN and the Bank and non-qualified options (“NSOs” and, together with the ISOs, the “Options”) NSOstonon-employee directors directors, Incorporators, and others for the purchase of shares (“Participants”). As amended, theThe Plan also allows the Committee to grant awards of SARs, restricted stock, and cash to keyselected employees and officers of FFN and the Bank and tonon-employee directors and Incorporators. directors.

Purpose

The purpose of the Plan is to advance the interests of FFN and the Bank by stimulating the efforts of key employees, directors, Incorporators, and consultants, increasing their desire to continue in their employment with or services to FFN and the Bank, assisting FFN and the Bank in competing effectively with other enterprises for the services of new employees and directors necessary for the continued improvement of operations, and to attract and retain the best possible personnel for service as employees, officers, directors, and consultants of FFN and the Bank. Accordingly, the

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Plan is designed to promote the interests of FFN and the Bank and its shareholders, and, by facilitating stock ownership on the part of such participants,Participants, to encourage them to acquire a proprietary interest in FFN and to remain in its employ and service.

Shares Available Under the Plan for Equity Grants

The 2017 Omnibus Equity Incentive Plan authorizes the issuance of up to 5,000,000 shares of common stock, which is an increase of 1,000,000 shares compared to the 4,000,000 shares that were authorized under the 2007 Omnibus Equity Incentive Plan. Our board of directors believes this increase in the number of shares available for equity grants is necessary to attract and retain employees as FFN continues to grow and to have the ability to continue to reward employees with such incentive compensation, and encourage such valued employees to acquire a proprietary interest in FFN and to remain in its employ and service.

Committee Authority

The Committee may at any time terminate, suspend, or amend the Plan, except that the Committee shall not, without the authorization of the holders of a majority of the Stock (as defined in the Plan) voted at a shareholders’ meeting duly called and held, change any provisions (other than those adjustments for changes in capitalization) that (a) result in repricing Options or otherwise increase the benefits accruing to Participants ornon-employee directors, (b) increase the number of shares of common stock issuable under the Plan or (c) modify the requirements for eligibility as a Participant in the Plan. The Committee may postpone any exercise of an Option for such time as the Committee may deem necessary in order to permit FFN (i) to effect, amend, or maintain any necessary registration of the Plan or the shares issuable upon the exercise of an Option under the securities laws of any applicable jurisdiction, (ii) to permit any action to be taken in order to (A) list such stock on a stock exchange if shares are then listed on such exchange or (B) comply with restrictions or regulations incident to the maintenance of a public market for its shares, including any rules or regulations of any stock exchange on which the shares are listed, or (iii) to determine that such shares and the Plan are exempt from such registration or that no action of the kind referred to in (ii) (B) above needs to be taken; and FFN shall not be obligated by virtue of any terms and conditions of any Option Agreement (as defined in the Plan) or any provision of the Plan to recognize the exercise of an Option or to sell or issue shares in violation of the Securities Act or the law of any government having jurisdiction thereof. Any such postponement does not extend the terms of an Option and neither FFN nor its directors or officers have with respect to any shares as to which the Option shall lapse because of such postponement.

Types of Awards

Options

Options are rights to purchase a specified number of shares of common stock at a price fixed by the Committee. Each option must be represented by an award agreement that identifies the option as either an “incentive stock option” within the meaning of Section 422 of the Code or a “non-qualified“non-qualified option,” which does not satisfy the conditions of Section 422 of the Code. The award agreement also must specify the number of shares of common stock that may be issued upon exercise of the options and set forth the exercise price of the options. The exercise price for options that qualify as incentive stock options may not be less than 100% of the fair market value of the common stock as of the date of grant. The option exercise price may be satisfied in cash, by check, by exchanging shares of common stock owned by the Participant, by delivery of a properly executed exercise notice along with sale or loan proceeds, by other consideration permitted by applicable laws or by a combination of these methods. Options have a maximum term of ten years from the date of grant. The Committee has broad discretion to determine the terms and conditions upon which options may be exercised, and the Committee may determine to include additional terms in the award agreements.

Stock Appreciation Rights

SARs may be granted in connection with a previously or contemporaneously granted stock option or independently. SARs are rights to receive cash or shares of common stock, or a combination thereof, as the Committee may determine. The Committee may provide in the SAR agreement circumstances under which SARs will become immediately exercisable and may accelerate the exercisability of any SAR at any time. To date, FFN has not issued any SARs under the Plan.

SARs granted in connection with a stock option are exercisable only when and to the extent that the related stock option is exercisable and expire on the date on which the related stock option expires. If a SAR granted in

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connection with a stock option is exercised, the related stock option ceases to be exercisable. The amount of the payment for SARs granted in connection with stock options is equal to the excess of (i) the fair market value on the date of exercise of the SAR of the common stock covered by the surrendered portion of the related stock option over (ii) the exercise price of the stock option covered by the surrendered portion of the related stock option.

SARs granted independently of stock options are exercisable as specified in the award agreement. The amount of the payment for SARs granted independently of stock options is equal to the excess of (i) the fair market value of the common stock covered by the exercised portion of the SAR as of the date of such exercise over (ii) the fair market value of the common stock covered by the exercised portion of the SAR as of the last market trading date prior to the date on which the SAR was granted; provided, however, that the Committee may place limits on the aggregate amount that may be paid upon exercise of a SAR.

Stock Awards

Restricted stock grants are awards of common stock subject to vesting restrictions and/or restrictions on transferability. Shares of common stock that are issued as “restricted stock” will have a legend and may not be sold, transferred, or disposed of until the restrictions have lapsed. The shares do have voting rights prior to the vesting thereof and would be entitled to receive dividends if paid by FFN prior to the vesting of the shares. The Committee has broad discretion as to the specific terms and conditions of each award, including applicable rights upon certain terminations of employment and restrictions on the transferability of stock purchased pursuant to stock purchase rights.

Cash Bonuses

Cash bonus awards entitle the grantee to cash payments based upon the achievement of employment orpre-established long-term performance factors. The Committee has discretion to determine the Participants to

whom cash bonus awards are to be made, the times in which such awards are to be made, the size of such awards, and all other conditions of such awards, including any performance requirements.

Qualified Performance-Based Awards

A “qualified performance-based award” is any award, other than a stock option or SAR, granted under the Plan that the Committee designates as a qualified performance-based award and that is contingent on the achievement of certainpre-established performance goals. At the beginning of the performance period, in addition to the determinations to be made by the Committee as described above for any particular type of award, the Committee will determine the size of the award to be granted to the Participant, the performance period, and the performance goals. At the end of the performance period, the Committee will determine the degree of achievement of the performance goals, which will determine the payout. No qualified performance-based award will be earned, vested or paid until the Committee certifies the attainment of thepre-established performance goals. The Committee may set performance goals using any combination of the criteria described below in the section titled “Performance Goals Under the Plan.” The performance goals may be expressed in terms of company-wide objectives or in terms of objectives that relate to the performance of a subsidiary or a division, region, department or function within FFN or any of its subsidiaries.

Other Awards

The Committee may grant any other type of award that is consistent with the Plan’s purpose.

Awards toNon-Employee Directors

Our board of directors may provide that all or a portion of anon-employee director’s annual retainer and/or retainer fees or other awards or compensation be payable (either automatically or at the option of thenon-employee directors) in the form of NSOs, restricted stock, and other stock-based awards. Our board of directors will determine the terms and conditions of any such awards, including those that apply upon the termination of anon-employee director’s service as a member of our board of directors. Other than with respect to their retainer and other fees, the Board may also grant to ournon-employee directors the same types of awards (other than ISOs) under the Plan that are granted to other Participants, upon such terms as the board of directors may determine.

Performance Goals Under the Plan

Under the Plan, any award may, but need not, be subject to the satisfaction of one or more performance goals. Performance-based compensation will be awarded if the Committee determines that such awards are in the best interest of FFN and its shareholders. Performance goals for awards will be determined by the Committee and will be designed to support our business strategy and align executives’ interests with shareholder interests.

Awards (other than stock options and stock appreciation rights) intended to qualify as performance-based compensation under Section 162(m) of the Code will be subject to performance goals based on one or more of the following business criteria as applied, in the Committee’s discretion:

Performance goals may be expressed on an absolute or relative basis, and based on comparisons to internal targets, the past performance of FFN or any subsidiary, operating unit, business segment or division of FFN, or the past or current performance of other companies. The Committee may appropriately adjust any evaluation of performance to exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinarynon-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in FFN’s annual report to stockholders for the applicable year.

Maximum Amount of Compensation

Subject to adjustment for changes in our capital structure, no Participant may receive options, SARs, stock awards or restricted stock under the Plan during any one calendar year that, taken together, relate to more than 200,000 shares. The maximum amount of any cash bonus that may be granted under the Plan in any calendar year to any Participant who is a covered employee under Section 162(m)(3) of the Internal Revenue Code is $5 million.

Adjustments upon Change of Capitalization

Subject to any required action by FFN’s shareholders, the number of shares of common stock covered by outstanding stock options, SARs, or restricted stock, and the number of shares of common stock which have been authorized for issuance under the Plan but as to which no award has been granted or which have been returned to the Plan upon cancellation or expiration of an award, as well as the price per share of common stock covered by each such outstanding award, will be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by FFN.

Transferability

Awards may not be sold, pledged, assigned, hypothecated, transferred (except by will or the laws of descent or distribution) or disposed without obtaining from the Committee permission to transfer such awards, which the Committee may (but need not) grant after making certain conclusions regarding the award’s transferability that

are set forth in the Plan. Further, no award shall be payable to or exercisable by anyone other than the Participant to whom it was granted while the Participant is alive except in cases involving (a) permanent disability involving a mental incapacity or (b)  awards that have been transferred in accordance with the Plan.

Amendment and Termination of the Plan

FFN’s board of directors may amend, alter, suspend or terminate the Plan at any time. Any amendment to the Plan must be approved by the shareholders to the extent such approval is required by the terms of the Plan,

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the rules and regulations of the Securities and Exchange Commission,SEC, or the rules and regulations of the NYSE. However, no amendment, alteration, suspension or termination of the Plan may impair the rights of any Participant, unless mutually agreed in writing by the Participant and the Committee.

Amendment to Outstanding Award Agreements

The Committee may generally amend, modify or terminate any outstanding award, provided that no amendment can:

Change in Control

In the event that a Change in Control (as defined in the Plan) occurs and an employee Participant’s employment terminates within 12 months after such Change in Control (except as provided in the next sentence), then (i) all unexercised Options (whether or not vested or then exercisable) will automatically become 100% vested and exercisable immediately, (ii) no other terms, conditions, restrictions or limitations will be imposed upon any of such Options after such date, and in no circumstance will an Option be forfeited on or after such date and (iii) all such Options will be valued in accordance with the terms of the Plan on the date of such termination, and such value will promptly be paid to such Participant in cash by FFN or its successor. The foregoing will not apply if employment termination is due to (i) death, (ii) disability entitling the Participant to benefits under FFN’s or its successor’s long-term disability plan, (iii) Cause (as defined in the Plan) or (iv) resignation (other than (A) resignation from a declined reassignment to a job that is not reasonably equivalent in responsibility or compensation or that is not in the same geographic area, or (B) resignation within 30 days following a reduction in base pay).

Upon a Change in Control (as defined in the Plan) that results directly or indirectly in FFN’s stock (or the stock of any successor to FFN received in exchange for FFN’s stock) ceasing to be publicly traded in a national securities market, (i) all unexercised Options (whether or not vested) will automatically become 100% vested and exercisable immediately, (ii) no other terms, conditions, restrictions or limitations will be imposed on any such Options after such date, and in no circumstances will an Option be forfeited on or after such date, and (iii) all such Options will be valued in accordance with the terms of the Plan, and such value will promptly be paid to the Participants in cash by FFN or its successor.

Employment Termination

If a Participant’s employment with FFN or a subsidiary or affiliate terminates for Cause (as defined in the Plan) or for a reason other than death, disability, retirement, or any other approved reason, then, to the maximum extent allowed by applicable law, all unexercised, unvested, unearned, and unpaid awards under the Plan, including without limitation, awards earned but not yet paid, will be canceled or forfeited, as the case may be, unless the

Participant’s award notice provides otherwise. The Committee has the authority to promulgate rules and regulations to (i) determine what events constitute disability, retirement or termination for an approved reason for purposes of the Plan, and (ii) determine the treatment of a Participant under the Plan in the event of a Participant’s death, disability, retirement or termination for an approved reason.

Insider Trading Policy

Shares received from awards granted under the Plan are subject to the Franklin Financial Network, Inc. Insider Trading Compliance Policy (the “Insider Trading Policy”). Prior to selling any shares acquired pursuant to awards granted under the Plan, Participants should ensure that such transactions are permissible under the Insider Trading Policy and, in particular, that he or she does not possess material, nonpublic information at such time.

Federal Income Tax Consequences

The following is a summary of the material anticipated United States federal income tax consequences of the Plan to FFN and the Participants. The summary is based on current federal income tax law, which is subject to change, and does not address state, local, or foreign tax consequences or considerations.

The grant of a stock option that does not have a readily ascertainable value will not result in taxable income at the time of the grant for either FFN or the Participant. Upon exercising an incentive stock option, the Participant will have no taxable income (except that the alternative minimum tax may apply) and FFN will receive no deduction. Upon exercising a nonqualified stock option, the Participant will recognize ordinary income in the amount by which the fair market value of common stock at the time of exercise exceeds the option exercise price, and FFN will be entitled to a deduction for the same amount. The Participant’s income is subject to withholding tax as wages if the Participant is an employee.

The tax treatment of the Participant upon a disposition of shares of common stock acquired through the exercise of an option is dependent upon the length of time that the shares have been held and on whether such shares were acquired by exercising an incentive stock option or a nonqualified stock option. If an employee exercises an incentive stock option and holds the shares for at least two years from the date of grant and at least one year after exercise, then any gain or loss realized based on the exercise price of the option will be treated as long-term capital gain or loss. Shares obtained upon exercise of an incentive stock option that are sold without satisfying these holding periods will be treated as shares received from the exercise of a nonqualified stock option. Generally, upon the sale of shares obtained by exercising a nonqualified stock option, the Participant will treat the gain realized on the sale as a capital gain. Generally, there will be no tax consequence to FFN in connection with the disposition of shares of common stock acquired under a stock option, except that FFN may be entitled to a deduction in the case of a disposition of shares acquired upon exercise of an incentive stock option before the applicable holding periods have been satisfied.

The grant of a SAR will not result in taxable income to the Participant at the time of the award. Upon exercising the SAR, the Participant will recognize ordinary income in the amount by which the fair market value of the common stock or the amount of cash, as the case may be, exceeds the SAR exercise price, if any. FFN will be entitled to a deduction for the same amount. The Participant’s income is subject to withholding tax as wages if the Participant is an employee. Upon a disposition of shares of common stock acquired through the exercise of the SAR, the Participant may recognize capital gain or loss, the character of which is dependent upon the length of time that the shares have been held. Generally, there will be no tax consequences to FFN in connection with the disposition of shares of common stock acquired under a SAR.

The federal income tax consequences of awards of restricted stock will depend on the facts and circumstances of each award, and in particular, the nature of the restrictions imposed with respect to the common stock, which is the subject of the award. In general, if the common stock is subject to a substantial risk of forfeiture, i.e., limited in terms of transferability, a taxable event occurs only when the risk of forfeiture lapses. At that time, the

Participant will recognize ordinary income to the extent of the excess of the fair market value of the common stock on the date the risk ceases over the amount that the Participant paid for the shares, if any, and FFN will be entitled to a deduction in the same amount. Prior to the lapse of restrictions on the restricted stock, any dividends on such shares will be paid currently and will be treated as ordinary compensation income to the Participant, subject to withholding. Subsequent to the determination and satisfaction of the ordinary income tax consequences, any further gain or loss realized on the subsequent disposition of such stock will be a long- or short-term capital gain or loss depending upon the applicable holding period.

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Alternatively, within thirty days after transfer of the restricted stock, a Participant may make an election under Section 83(b) of the Code, which would allow the Participant to include in income in the year that the restricted common stock is awarded an amount equal to the fair market value of the restricted stock on the date of such award determined as if the restricted common stock were not subject to restrictions. FFN is then entitled to a compensation-paid deduction in the same amount. The election is required to be written and delivered to both the Internal Revenue Service and FFN within thatthirty-day period. The Participant is also required to confirm the election with the filing of the Participant’s federal income tax return for the year in which the award is made. Failure to satisfy either of these requirements may invalidate the intended election. In the event of a valid Section 83(b) election, the Participant will not recognize income at the time that the restrictions actually lapse. In addition, any appreciation or depreciation in the value of the stock and any dividends paid on the stock after a valid Section 83(b) election are not deductible by FFN as compensation paid. For purposes of determining the period of time that the Participant holds the restricted stock, the holding period begins on the award date when a Participant makes a Section 83(b) election. Further, any dividends received after the Section 83(b) election is made will constitute ordinary dividend income to the Participant and will not be deductible by FFN. If the restricted stock subject to the Section 83(b) election is subsequently forfeited, however, the Participant is not entitled to a deduction or tax refund.

A Participant will realize ordinary compensation income upon receipt of a cash bonus award equaling the amount of cash received. Wage withholding rules will apply. FFN will be entitled to a deduction at the time of payment in an amount equal to such income.

Award Grants

The grant of awards under the Plan is at the discretion of the Committee. The Committee has made awards of ISOs, NSOs, and restricted shares. Effective as of February 26, 2015, the aggregate number of shares of common stock reserved for equity incentive awards for employees and others pursuant to the Plan was increased from 2,000,000 to 4,000,000. Outstanding options and restricted shares were issued in the following amounts to the described groups of individuals:

Compensation Committee Interlocks and Insider Participation

Beginning March 2015, Jimmy E. Allen, Pamela J. Stephens and Melody J. Sullivan served as members of FFN’s compensation committee. Prior to that date, the entire board of directors of FFN performed the functions of the compensation committee. None of FFN’s executive officers has ever served as a director of another entity any of whose executive officers served on FFN’s compensation committee.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank has had, and expects to have in the future, loans and other banking transactions in the ordinary course of business with directors (including our independent directors) and executive officers of FFN and its subsidiaries, including members of their families or corporations, partnerships or other organizations in which such officers or directors have a controlling interest. These loans are made on substantially the same terms (including interest rates and collateral) as those available at the time for comparable transactions with persons not related to the bank and did not involve more than the normal risk of collectability or present other unfavorable features.

In addition, the Bank is subject to the provisions of Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. the Bank is also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

Policies and Procedures for Related Person Transactions

FFN has a written related person transactions policy, pursuant to which FFN’s executive officers, directors and principal shareholders, including their immediate family members, are not permitted to enter into a related person transaction with FFN without the consent of FFN’s audit committee. Any request for FFN to enter into a transaction with an executive officer, director, principal shareholder or any of such persons’ immediate family members, other than transactions available to all employees generally or involving less than $5,000 when aggregated with similar transactions, must be presented to FFN’s audit committee for review, consideration and approval, unless the transaction involves an employment or other compensatory arrangement approved by the compensation committee. All of FFN’s directors, executive officers and employees are required to report to FFN’s audit committee any such related person transaction. In approving or rejecting the proposed agreement, FFN’s audit committee will take into account, among other factors it deems appropriate, whether the proposed related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, the extent of the person’s interest in the transaction and, if applicable, the impact on a director’s independence. After consideration of these and other factors, the audit committee may approve or reject the transaction. Consistent with the policy, if FFN should discover related person transactions that have not been approved, the audit committee will be notified and will determine the appropriate action, including ratification, rescission or amendment of the transaction.

Certain Transactions with Management

Banking transactions with directors, officers, and employees may be performed in the ordinary course of business. Any extensions of credit to these individuals is made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and will not involve more than the normal risk of repayment. Outstanding loans to executive officers, directors, principal shareholders, and companies with whom they are associated as of December 31, 2015, were approximately $13 million.

The officers and directors are required to devote only so much of their time to the business of the Bank and FFN as in their judgment is reasonably required. The officers and directors, and their affiliates, may engage, and are presently engaging, for their own accounts in other business ventures, including management and the formation of other corporations or ventures. Such activities may result in conflicts of interest.

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Based on competitive bids, FFN is using Full Service Insurance to provide various insurance coverage including health, director’s and officer’s liability, personal property and bond coverage. Full Service Insurance is an affiliate of Paul M. Pratt, Jr., one of the directors of FFN in 2015. Mr. Pratt owns 50% of Full Service Insurance and the remaining 50% is owned by Mr. Pratt’s brother. In 2015, payments to Full Service Insurance totaled $666,017.

The Bank leases a facility from Columbia Avenue Partners, LLC (“Columbia Avenue Partners”) in Downtown Franklin to house the main office, corporate headquarters, and operational areas. Columbia Avenue Partners is an affiliate of Henry W. Brockman, Dr. David H. Kemp, and, until December 31, 2013, Paul M. Pratt, Jr., each of whom were directors of FFN and the Bank in 2015. The Bank received a third party review to assure lease rates and terms are competitive. In 2015, payments to Columbia Avenue Partners, LLC totaled $1,412,903. In early 2013, construction began on an additional operations facility adjacent to the Bank’s 722 Columbia Avenue headquarters. This property is now leased from Columbia Avenue Partners. In addition, on June 11, 2015, the Bank entered into a Triple Net Office Lease Agreement for additional office space and parking for the Bank with Columbia Avenue Partners. The lease has a term of 15 years and provides for monthly rent payments of $46,508.45 per month. In addition to the Columbia Avenue offices, the Bank has signed a lease with Berry Farms Real Estate Partners, LLC, consisting of directors Brockman, Kemp, and, until December 31, 2013, Pratt, for the Bank’s Berry Farms branch, which opened in September 2013. In 2015, payments to Berry Farms Real Estate Partners, LLC totaled $139,579. In September 2013, the Bank entered into an agreement with Aspen Development of Cool Springs, LLC, comprised of directors Brockman and Kemp, to relocate the Bank’s Cool Springs branch. That lease commenced in June 2014. In 2015, payments to Aspen Development of Cool Springs, LLC totaled $309,747. On February 19, 2015, the Bank entered into a sale leaseback transaction with Murfreesboro Branches, LLC, pursuant to which the Bank sold the real estate of the South Church Street branch, the Old Fort Parkway branch and the Sam Ridley Parkway branch, all located in Rutherford County, Tennessee, to Murfreesboro Branches, LLC for a purchase price of $4,095,000. The Bank entered into three Triple Net Lease Agreements for the three properties with Murfreesboro Branches, LLC on February 19, 2015. Murfreesboro Branches, LLC is an affiliate of directors Brockman and Kemp. In 2015, lease payments to Murfreesboro Branches, LLC totaled $363,432.

Century Skanska, a Joint Venture, and Century Construction Company were contracted by Columbia Avenue Partners to provide the leasehold improvement build-out for the current Columbia Avenue facility and Century Skanska is also providing the build-out for the new adjacent operations center and office space in Downtown Franklin. Additionally, either Century Skanska or Century Construction Company performed build-out and other construction work for the following branches of the Bank: Brentwood, Berry Farms, Cool Springs, Nolensville, Spring Hill and Westhaven. Century Construction Company is an affiliate of and is wholly owned by James W. Cross, IV, a director of FFN and the Bank in 2015. Century Skanska is a Joint Venture that is 40% owned by Century Construction Company and 60% owned by Skanska USA, and is an affiliate of Mr. Cross. In 2015, the Bank paid Century Skanska a total of $157,467 for leasehold improvement build-outs and other construction work. In 2015, the Bank paid Century Construction Company $211,590.40 for leasehold improvement build-outs and other construction work.

On March 30, 2016, the Bank and Gateway Real Estate Partners, LLC entered into a Triple Net Office Lease Agreement for office space for the Bank in a building under development in Murfreesboro, Tennessee. Gateway Real Estate Partners, LLC is an affiliate of Henry W. Brockman and Dr. David H. Kemp, each of whom were directors of the Company and the Bank in 2015. The lease has a term of 15 years and provides for monthly rent payments of $43,782 per month for the first year of the term of the Lease, subject to annual adjustment thereafter.

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PROPOSAL 1

ELECTION OF DIRECTORS

Director Nominees

The persons listed below have been nominated by our board of directors to serve as directors for a one-year term expiring at the annual meeting of shareholders occurring in 2017. Each nominee has consented to serve on our board of directors. If any nominee were to become unavailable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our board of directors. The biographies of each of the nominees below contain information regarding the person’s service as a director, business experience, director positions for SEC reporting companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and the board of directors to determine that the person should serve as a director for the Company.

Jimmy E. Allen, age 76, is a director of FFN and the Bank. Mr. Allen is the President of Venture Express, Inc.; Creative Transportation; Allen’s Cartage Company, LaVergne, Tennessee; and co-owner of Center Hill Marina & Yacht Club. He attended Austin Peay State University, Clarksville, Tennessee and the University of Tennessee, Nashville. Mr. Allen formerly served as a member of the board of directors of MidSouth, Rutherford Bank & Trust, Murfreesboro and Independent Bank, Gallatin, Tennessee. He served as past chairman of Tennessee Trucking Association and Nashville Motor Freight. His past accomplishments include being selected as Nashville Business Journal’s Executive of the Year. He is a supporter of Vanderbilt Children’s Hospital and Ronald McDonald House.

Henry W. Brockman, Jr., age 67, has been a member of the board of directors of FFN and the Bank since both entities’ inception. Mr. Brockman is the Managing Partner of Franklin Square Partners, a commercial real estate partnership in Franklin, Tennessee. Mr. Brockman has over 30 years of financial services and business experience, all of which is in Middle or West Tennessee. Mr. Brockman began his financial services career in 1979 as a securities broker with J.C. Bradford in Nashville, Tennessee. He rose through the ranks to become Managing Partner in charge of Institutional Sales and Trading before retiring in 2000. Mr. Brockman held Series 7, Series 63, and Series 8 licenses from 1979 through 2005. Mr. Brockman also held a listed seat at the NYSE from 1998 through 2000. From 2002 to 2004, Mr. Brockman was Manager of Institutional Sales for Morgan Keegan in Memphis, Tennessee. Mr. Brockman is a 1972 graduate of the University of Tennessee, Knoxville with a Bachelor of Science degree. In 1974, Mr. Brockman received a Masters of Library Science from the Peabody College (now Vanderbilt University) in Nashville, Tennessee.

Richard E. Herrington, age 68, is the President, Chief Executive Officer and Chairman of FFN, the Chairman and Chief Executive Officer of the Bank and one of the founders of FFN and the Bank. He is a veteran Williamson County, Tennessee banker with 40 years of banking experience. In his early career, he was employed by banks in Florida and South Carolina. He moved to Middle Tennessee in 1977, and began working at First American Bank in Nashville in financial management working up to Senior Vice President. Later, he was a bank consultant with Price Waterhouse prior to establishing his own community bank data processing and consulting firm. In 1988, Mr. Herrington co-founded Franklin Financial Corporation (Franklin National Bank) where he served as President and CEO until 2002. Late in 2002, he was recruited by the Board of Civitas BankGroup (then Cumberland Bancorp) and became the President and CEO and board member of the five-bank holding company, charged with engineering a turn-around of the troubled banking organization. In accomplishing this, he assembled a five-member executive management team that executed a successful four-year remediation plan. Mr. Herrington holds a B.A. from Newberry College in Newberry, South Carolina and certificates from the Graduate School of Economics at Florida State University and the Stonier Graduate School of Banking.

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Dr. David H. Kemp, age 57, has been a member of the board of directors of FFN and the Bank since these entities’ inception. Dr. Kemp has more than 30 years of healthcare experience in Franklin, Tennessee. Dr. Kemp opened Kemp Orthodontics in Franklin in 1986 and has owned and operated the business since that time. Dr. Kemp serves as an advocate speaker for 3M Oral Care and he furthers his education by participating in and lecturing to various dental study clubs, both locally and internationally. Dr. Kemp hosts in office courses to orthodontists promoting his ultra esthetic orthodontic technique he has developed. From 1993 to April 2007, Dr. Kemp served as an Advisory Board member to First Tennessee Bank in Franklin, supporting Regional Presidents in the accomplishment of their responsibilities by assisting in contacts with community leaders. Dr. Kemp holds a Bachelor of Science from the University of Tennessee, Martin, Tennessee. Dr. Kemp is also a graduate of The University of Tennessee, Center for the Health Sciences, Memphis, Tennessee and holds both a Doctor of Dental Science and a Postdoctoral Master of Science in Orthodontics.

Pamela J. Stephens, age 57, has been a director of FFN and the Bank since July of 2009. Ms. Stephens is a Funeral Director and part owner and President of Williamson Memorial Funeral Home in Franklin, Tennessee, part owner and Secretary/Treasurer of Williamson Memorial Gardens in Franklin, Tennessee, and part owner and Vice President of Spring Hill Memorial Park and Funeral Home in Spring Hill, Tennessee. From 2003 to 2007, Ms. Stephens served on the board of directors of Cumberland Bank in Franklin, Tennessee. Ms. Stephens was the recipient of the Walk of Fame Award in 2015 presented by CABLE, a women’s professional organization. Ms. Stephens is a Paul Harris Fellow where she served as charter president of the Rotary Club of Spring Hill and current member of the Franklin Noon Rotary Club. She is a past president of the Cemetery Association of Tennessee, past president of the Tennessee Funeral Directors Association and past president of the Southern Cemetery and Funeral Association. Ms. Stephens is currently serving as a director on the Board of Directors for the Williamson Medical Center Foundation Board, and is a member of Mt. Carmel Cumberland Presbyterian Church.

Melody J. Sullivan, age 63, has been a director of FFN and the Bank since May of 2010. Ms. Sullivan founded the first woman-owned CPA firm in Franklin, Tennessee’s Historic Downtown business district in July of 1986 after working as a staff accountant for one of Nashville’s most respected business owners and CPA firms, and serving as comptroller for a local food service company. She served on the board of directors of Franklin National Bank for 14 years and Fifth Third Bank for 5 years. Ms. Sullivan is a member and past president of the Franklin Breakfast Rotary Club. She served on the board of directors for Waves in Franklin, Tennessee, an organization dedicated to enabling individuals with intellectual and developmental disabilities to progress toward their full potential. She is a past president of the board of directors of Franklin Family YMCA and has served on the board of directors of United Way of Williamson County, Franklin Tomorrow, the Williamson County-Franklin Chamber of Commerce, The March of Dimes, Williamson County CASA, and Historic Carnton Plantation. Ms. Sullivan is a graduate of Leadership Franklin. She is a past chairperson of the Small Business Development Division of the Williamson County-Franklin Chamber of Commerce.

Gregory E. Waldron, age 53, has been a director of FFN and the Bank since April 28, 2015. Mr. Waldron is a partner and managing member of Waldron Enterprises, LLC in Murfreesboro, Tennessee, which he joined in 1986. He received a Bachelor of Science in Engineering Science from Lipscomb University in Nashville, Tennessee in 1985. Waldron Enterprises, LLC is involved in building and selling new homes, building and managing apartments, developing residential lots, and developing commercial investment property for retail and office use. He formerly served on the board of directors of MidSouth from 2003 to 2014 and as its Vice Chairman from 2012 to 2014; on the board of directors of Middle Tennessee Christian School from 1999 to 2007 and as its Vice Chairman from 2006 to 2007; on the Community Board of Cavalry Banking from 2000 to 2003; on the board of directors of Trans Financial Bank of Tennessee from 1997 to 1999; and on the Rutherford County Home Builders Association from 1994 to 1995.

Benjamin P. Wynd, age 38, has been a director of FFN and the Bank since August 25, 2015. Mr. Wynd serves as Partner of Smiley CPAs, a local Franklin, Tennessee CPA firm started in 1986. Mr. Wynd currently serves on the board of directors for Outdoor Encounter, Inc., a Franklin, Tennessee based non-profit

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organization. Prior to joining Smiley CPAs in November of 2014, Wynd was heavily involved in Nashville’s healthcare industry, serving as the Director of Financial Reporting at Tenet Healthcare/Vanguard. While at Tenet/Vanguard, he was actively engaged in working on the company’s SEC filings, including Vanguard’s initial public offering in June 2011, comprehensive debt refinancing, overseeing the financial reporting of the company’s health plans and supporting acquisition due diligence. Mr. Wynd’s experience also includes working with national accounting firms, as well as with the 2002 Olympic Winter Games in Salt Lake City, Utah. Mr. Wynd is a graduate of Transylvania University in Lexington, Kentucky. Mr. Wynd is currently a member of the Tennessee Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACHAPPROVAL OF THE NOMINEES FOR ELECTION TO OUR BOARD OF DIRECTORS NAMED ABOVE.2017 OMNIBUS EQUITY INCENTIVE PLAN.Each proxy solicited on behalf of our board of directors will be votedFOR each approval of the nominees for election to our board of directors2017 Omnibus Equity Incentive Plan unless the shareholder instructs otherwise in the proxy.

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PROPOSAL 24

RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

General

Our board of directors has selected Crowe Horwath LLP as the independent auditor to perform the audit of our consolidated financial statements for 2016.2017. Crowe Horwath LLP is a registered public accounting firm.

Our board of directors is asking our shareholders to ratify the selection of Crowe Horwath LLP as our independent auditor for 2016.2017. Although not required by law or our bylaws, our board of directors is submitting the selection of Crowe Horwath LLP to our shareholders for ratification as a matter of good corporate practice. Even if the selection is ratified, our board of directors, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our shareholders.

Representatives of Crowe Horwath LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they desire and will be available to respond to appropriate questions from our shareholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE“FOR” THE RATIFICATION OF THE SELECTION OF CROWE HORWATH LLP AS OUR INDEPENDENT AUDITOR FOR 2016.2017. Each proxy solicited on behalf of our board of directors will be votedFOR the ratification of the selection of Crowe Horwath LLP as our independent auditor for 20162017 unless the shareholder instructs otherwise in the proxy. If our shareholders do not ratify the selection, the matter will be reconsidered by our board of directors.

Audit andNon-Audit Services

Our board of directorsaudit committee is directly responsible for the appointment, compensation, and oversight of our independent auditor. It is the policy of our board of directorsaudit committee topre-approve all audit andnon-audit services provided by our independent registered public accountants. Our board of directorsaudit committee has considered whether the provision by Crowe Horwath LLP of services of the varieties described below is compatible with maintaining the independence of Crowe Horwath LLP. Our board of directorsaudit committee believes the audit and tax services provided to us do not jeopardize the independence of Crowe Horwath LLP.

The table below sets forth the aggregate fees we paid to Crowe Horwath LLP for audit andnon-audit services provided to us in 20152016 and 2014.2015.

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit of a company’s financial statements included in the annual report on Form10-K, for the review of a company’s financial statements included in the quarterly reports on Form10-Q, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements; “tax fees” are fees for tax compliance, tax advice, and tax planning; and “all other fees” are fees for any services not included in the first three categories.

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AUDIT COMMITTEE REPORT

Our audit committee has the responsibilities and powers set forth in its charter, which include the responsibility to assist our board of directors in its oversight of our accounting and financial reporting principles and policies and internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function. The audit committee is also required to prepare this report to be included in our annual proxy statement pursuant to the proxy rules of the SEC.

Management is responsible for the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial statements prior to the filing of each quarterly report on FormForm 10-Q, and other procedures.

The audit committee reviews our financial reporting process. In this context, the audit committee:

Based on this review and the discussions referred to above, the audit committee recommended that our board of directors include the audited financial statements in our Annual Report on Form10-K for the year ended December 31, 2015,2016, for filing with the SEC. The audit committee has also recommended the reappointment, subject to shareholder ratification, of Crowe Horwath LLP as our independent registered public accountants for 2016.2017.

This report is submitted on behalf of the members of the audit committee and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall it be incorporated by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under these Acts.

Jimmy E. Allen

Pamela J. Stephens

Melody J. Sullivan (Chairman)(Chair)

Gregory E. Waldron

Benjamin P. Wynd

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OTHER INFORMATION CONCERNING MANAGEMENT

Executive Officers

The following tables set forth information regarding our executive officers as of the date of this proxy statement.

The following is a brief discussion of the business and banking background and experience of our executive officers. Other than with respect to Messrs. Richard E. Herrington and Kevin Herrington, who are father and son, no director has any family relationship, as defined in Item 401 of RegulationS-K, with any other director or with any of our executive officers.

Sally E. Bowers, age 63,64, is the Chief Mortgage Banking Officer and has been the Executive Vice President and Mortgage Division Manager of the Bank since November 2007. She has over 30 years of banking experience in Middle Tennessee, primarily in the mortgage banking area. Ms. Bowers began her banking career in 1975 in retail banking at Fidelity Federal Savings Bank which later merged with Union Planters National Bank. During her 20 years at Fidelity Federal/Union Planters, she rose to Vice President and was responsible for mortgage, commercial and consumer loan production. She spent a short stint in 1996 as Vice President/Mortgage Production Officer at First American National Bank. In 1996, Ms. Bowers joined Franklin National Bank as Vice President/Mortgage Lending Manager and later rose to Senior Vice President with full responsibility for production, secondary market, servicing and operation of the bank’s mortgage subsidiary, Franklin Financial Mortgage. After the sale of Franklin National Bank, she joined Cumberland Bank as Executive Vice President and Mortgage Division Manager in 2004 with management responsibilities of the mortgage division. Ms. Bowers has thorough knowledge of all facets of mortgage banking. Ms. Bowers is a graduate of Memphis State University and the BAI Graduate School of Retail Banking at Vanderbilt University’s Owen School of Management.

Dallas G. Caudle, Jr.Jr., age 68,69, is the Executive Vice President, and Chief Investment OfficerRutherford County President of the Bank. Mr. Caudle was the President and Chief Operating Officer of MidSouth from 2009 until our acquisition of MidSouth effective July 1, 2014. Prior to that, Mr. Caudle was the Executive Vice President, Chief Operating Officer, and Corporate Secretary of MidSouth from 2003 to 2009. Mr. Caudle received a Bachelor of Science degree in Mathematics from Middle Tennessee State University. He continued his education through the American Institution of Banking; Tennessee School of Banking at Vanderbilt University, and the National Automated Clearing House Association’s The Payment Institute at the University of Colorado. Mr. Caudle began his banking career in 1971 at Murfreesboro Bank & Trust Company (now SunTrust Bank). He started as a Management Trainee, and within two years was promoted to Branch Manager. When Murfreesboro Bank & Trust&Trust moved to its new location in 1978, Mr. Caudle became the Data Processing Manager. Other positions he held while with the bank included Bank Operations Manager; Marketing and Product Development; Corporate Services Manager; and Commercial Lending Officer.