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

ME Staff 8-k
-
0

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.
Departure of Named Executive Officer
On May 25, 2017, Houghton Mifflin Harcourt Company (the
Company or HMH) internally announced that it
intended to reorganize its existing Product Planning, Development
and Marketing (PDM) function under Mary J. Cullinane into three
separate but complementary functions focused on core curriculum,
supplemental curriculum extensions, and marketing. In connection
with the development thereof, the Company and Ms. Cullinane
mutually discussed her departure from HMH when the Company
transitions to the new structure.
Ms. Cullinane is expected to remain with the Company in her
current capacity as Executive Vice President and Chief Content
Officer until such time as one or more designated successor(s)
(as determined by the Company) to her roles and responsibilities
commence(s) employment with the Company (the Transition
Date). In the event that the Transition Date is on or before
July 24, 2017, Ms. Cullinane is expected to remain an employee of
the Company serving as a senior advisor through and including
July 25, 2017 (the later of the Transition Date and July 25, 2017
being the Separation Date).
In connection with her pending departure, Ms. Cullinane and the
Company entered into a letter agreement on May 24, 2017, which
(among other things and subject to certain terms and conditions):
sets forth the timing of the transition and separation dates
discussed above;
confirms that subject to her continued employment and performance
of her duties through the Separation Date, Ms. Cullinanes
departure will be treated as a termination without Cause; and
provides that in the event that the Company terminates Ms.
Cullinanes employment prior to the Separation Date other than for
Cause (as defined in the the Companys ELT Severance Plan), the
remaining unvested portion of the outstanding stock option award
granted to Ms. Cullinane on July 24, 2013 shall fully vest upon
such termination of employment.
The foregoing summary does not purport to be complete and is
qualified in its entirely by reference to the full text of Ms.
Cullinanes letter agreement (filed herewith as Exhibit
10.1 and incorporated herein by reference).
Appointment of Director
On May 19, 2017, following the Companys 2017 annual meeting of
stockholders (the Annual Meeting), the Companys board of
directors (the Board) expanded the size of the Board from
nine to ten directors and appointed John J. Lynch, Jr., the
Companys President and Chief Executive Officer, as a director,
effective immediately.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 19, 2017, the Company held its Annual Meeting. The
following items were voted upon by stockholders at the Annual
Meeting:
1. Each of the director nominees was elected to serve until the
next annual meeting of stockholders, or until their successors
are duly elected and qualified, or until their earlier death,
resignation, retirement, disqualification or removal.
The votes for the election of directors are set forth below:
Nominee
For
Withhold
Broker Non-Votes
Daniel Allen
106,669,056
605,887
6,789,173
L. Gordon Crovitz
102,837,627
4,437,316
6,789,173
Lawrence K. Fish
101,677,094
5,597,849
6,789,173
Jill A. Greenthal
103,055,401
4,219,542
6,789,173
John F. Killian
103,099,009
4,175,934
6,789,173
John R. McKernan, Jr.
102,718,319
4,556,624
6,789,173
Brian A. Napack
106,803,386
471,557
6,789,173
E. Rogers Novak, Jr.
103,060,478
4,214,465
6,789,173
Tracey D. Weber
106,668,408
606,535
6,789,173
2. The compensation of the Companys named executive officers was
approved, on a non-binding, advisory basis, by the votes set
forth below:
For
Against
Abstain
Broker Non-Votes
104,193,577
1,295,549
1,785,817
6,789,173
3. The appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December 31, 2017, was ratified, by the votes set forth
below:
For
Against
Abstain
Broker Non-Votes
113,947,138
108,867
8,111
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Letter agreement dated as of May 24, 2017.


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.

HOUGHTON MIFFLIN HARCOURT COMPANY (NASDAQ:HMHC) Recent Trading Information

HOUGHTON MIFFLIN HARCOURT COMPANY (NASDAQ:HMHC) closed its last trading session down -0.05 at 12.40 with 434,201 shares trading hands.