HOUGHTON MIFFLIN HARCOURT COMPANY (NASDAQ:HMHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March1, 2018, the Board of Directors (the “Board”) of Houghton Mifflin Harcourt Company (the “Company”) increased the number of directors comprising the Board from nine to ten members and appointed Jean S. Desravines to the Board to fill the vacancy created thereby, all effective immediately. The Board determined that Mr.Desravines is an independent director under Nasdaq rules and appointed him to serve on the Audit Committee of the Board.

Mr.Desravines will receive standard non-employee director compensation (prorated for the length of his service during the current Board term) under the Company’s non-employee director compensation program as described under the section entitled “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March29, 2017. He will also be eligible to participate in the Company’s non-employee director deferred compensation plan, which was previously filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-K filed with the SEC on February25, 2016.

In connection with his appointment to the Board, the Company intends to enter into an indemnification agreement with Mr.Desravines in substantially the form of indemnification agreement entered into by the Company with its other directors, which form of agreement was previously filed with the SEC as Exhibit 10.12 to Amendment No.1 to the Company’s Registration Statement on Form S-1.

On March5, 2018, the Company issued a press release announcing the appointment of Mr.Desravines, a copy of which is filed herewith as Exhibit 99.1.

Houghton Mifflin Harcourt Co Exhibit
EX-99.1 2 d507128dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Houghton Mifflin Harcourt Appoints Jean S. Desravines to Board of Directors BOSTON – March 05,…
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About HOUGHTON MIFFLIN HARCOURT COMPANY (NASDAQ:HMHC)

Houghton Mifflin Harcourt Company (HMH) is a global learning company, specializing in education solutions across a range of media. The Company operates through two segments: Education and Trade Publishing. The Education segment provides educational content, services and technology solutions to meet the diverse needs of classrooms. The Trade Publishing segment develops, markets and sells consumer books in print and digital formats, and licenses book rights to other publishers and electronic businesses in the United States and abroad. The Company delivers content, services and technology to both educational institutions and consumers, reaching over 50 million students in approximately 150 countries across the world. In the United States, the Company is a provider of kindergarten through 12th grade (K-12) educational content. Its trade, general interest, young readers and reference material include adult and children’s fiction and non-fiction books.