FRANKLIN COVEY CO. (NYSE:FC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2019, the shareholders of Franklin Covey Co. (the Company) approved the Franklin Covey Co. 2019 Omnibus Incentive Plan (the Omnibus Plan) which had previously been approved by the Company’s Board of Directors, subject to shareholder approval. A summary description of the Omnibus Plan is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 20, 2018 under the caption “Proposal No. 4 – Approval and Ratification of the Franklin Covey 2019 Omnibus Incentive Plan,” and is incorporated herein by reference. The summary description of the Omnibus Plan contained in the Company’s 2018 Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, which is attached hereto as exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on Friday, January 25, 2019. For more information on the following proposals, refer to the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 20, 2018, the relevant portions of which are incorporated herein by reference. The matters voted on and the results of the votes are as follows:
|
1. |
The following nominees for Director were elected. Each person elected will serve until the next annual meeting of shareholders or until such person’s successor is elected and qualified. |
|
Nominee |
Number of Votes Cast For |
Number of Votes Withheld |
Broker Non-Votes |
|
Anne H. Chow |
9,431,283 |
439,676 |
2,213,869 |
|
Clayton M. Christensen |
9,840,630 |
30,329 |
2,213,869 |
|
Michael Fung |
9,835,059 |
35,900 |
2,213,869 |
|
Dennis G. Heiner |
9,659,884 |
211,075 |
2,213,869 |
|
Donald J. McNamara |
9,839,900 |
31,059 |
2,213,869 |
|
Joel C. Peterson |
9,839,900 |
31,059 |
2,213,869 |
|
E. Kay Stepp |
9,661,909 |
209,050 |
2,213,869 |
|
Robert A. Whitman |
9,748,874 |
122,085 |
2,213,869 |
|
2. |
The advisory vote for the approval of executive compensation as described and presented in the Compensation Discussion and Analysis of the Company’s Proxy Statement was approved with 9,612,029 votes in favor; 258,440 votes against; and 490 abstentions. The number of broker non-votes was 2,213,869. |
|
3. |
The ratification of the appointment of Deloitte & Touche, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending August 31, 2019 was approved with 12,057,494 votes cast in favor; 467 votes against; and 26,867 abstentions. There were no broker non-votes for this proposal. |
|
4. |
The Franklin Covey Co. 2019 Omnibus Incentive Plan, as described in the Company’s Proxy Statement, was approved with 9,595,550 votes in favor; 273,911 votes against; and 1,498 abstentions. The number of broker non-votes totaled 2,213,869. |
Item 9.01 Financial Statements and Exhibits.
| 10.1 |
Franklin Covey Co. 2019 Omnibus Incentive Plan |
FRANKLIN COVEY CO Exhibit
EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 2019 OMNIBUS INCENTIVE PLAN Exhibit 10.1 FRANKLIN COVEY CO. 2019 OMNIBUS INCENTIVE PLAN Section 1. Purpose The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees,…
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About FRANKLIN COVEY CO. (NYSE:FC)
Franklin Covey Co. is a global company specializing in performance improvement. The Company’s segments are Direct Offices, Strategic Markets, Education practice and International Licensees. The Direct Offices segment consists of its geographic sales offices that serve the United States and Canada, its international sales offices located in Japan, the United Kingdom and Australia, and its public programs group. The Strategic Markets segment includes its government services office, the Sales Performance practice, the Customer Loyalty practice, and a new Global 50 group, which is specifically focused on sales to large, multi-national organizations. The Education practice segment consists of its domestic and international Education practice operations, which are centered on sales to educational institutions, such as elementary schools, high schools, and colleges and universities. The International Licensees segment consists of its international licensees’ royalty revenues.
