Franklin Covey updates Holly Procter executive pay package in 8-K/A

Rhea-AI Filing Summary

Franklin Covey Co. (FC) filed an amended report to disclose finalized compensation terms for Holly Procter as she becomes President of the Enterprise Division effective September 1, 2025. The Board approved an annual base salary of $435,000, a target short-term cash incentive of $304,500, and a target long-term equity incentive of $500,000, with incentive amounts varying based on achievement of specified performance metrics.

The new base salary becomes effective December 1, 2025, while the incentive plan elements are effective September 1, 2025 and measured over the full fiscal year. Ms. Procter will be compensated under the company’s existing executive officer programs and will be eligible for the company’s change-in-control and severance policies applicable to executives and employees.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 5, 2025

FRANKLIN COVEY CO.

(Exact name of registrant as specified in its charter)

Commission File No. 001-11107

Utah		87-0401551
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

13907 S. Minuteman Drive, Suite 500

Draper, Utah 84020

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (801) 817-1776

Former name or former address, if changed since last report:

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.05 Par Value	FC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

‎

Explanatory Note

On August 5, 2025, Franklin Covey Co. (the Company) announced that effective September 1, 2025, Holly Procter would begin service as the President of the Enterprise Division. Ms. Procter joined Franklin Covey in June 2024 and was appointed to the role of Chief Revenue Officer and a member of the executive leadership team in November 2024. At the time this change was announced, compensation for Ms. Procter was not finalized.

The purpose of this amendment to the report filed on Form 8-K with the Securities and Exchange Commission on August 7, 2025, is to provide disclosure of the compensation changes for Ms. Procter in her new responsibilities.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with Ms. Procter’s transition to the President of the Enterprise Division, the following annual compensation adjustments were approved by the Board of Directors:

Compensation Element		New Amount
Base Salary		$ 435,000
Short-term incentive plan (cash)(1)		304,500
Long-term incentive plan (equity)(1)		500,000

⁽¹⁾Amounts presented in the table above for short- and long-term incentive plan awards are variable and are shown at the target amount, or achievement of 100% of the specified metrics. The actual amount paid may be either higher or lower than the amount shown depending on the actual achievement of the plan’s specified metrics. The change in base salary takes effect on December 1, 2025, and the incentive plan compensation elements are effective September 1, 2025, and will be measured for the full fiscal year.

Ms. Procter will be paid in accordance with the Company’s compensation programs for executive officers as set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on December 20, 2024. Ms. Procter will also be eligible to participate in the Company’s change-in-control policy applicable to all of the Company’s executives and severance policy applicable to all of the Company’s employees.

Item 9.01 Financial Statements and Exhibits

104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FRANKLIN COVEY CO.
Date:     November 24, 2025		By:	/s/ Jessica G. Betjemann
			Jessica G. Betjemann
			Chief Financial Officer

FAQ

What did Franklin Covey (FC) disclose in this 8-K/A amendment?

The company disclosed finalized compensation terms for Holly Procter in connection with her role as President of the Enterprise Division.

What is Holly Procter’s new base salary at Franklin Covey (FC)?

Her approved annual base salary is $435,000, with the change becoming effective on December 1, 2025.

What bonus opportunities does Holly Procter have under Franklin Covey’s plans?

She has a target short-term cash incentive of $304,500 and a target long-term equity incentive of $500,000, both variable based on performance metrics.

When do Holly Procter’s incentive compensation changes at Franklin Covey take effect?

The incentive plan elements are effective on September 1, 2025 and will be measured for the full fiscal year.

Which policies is Holly Procter eligible for as a Franklin Covey executive?

She is eligible to participate in the company’s executive compensation programs, its change-in-control policy for executives, and the severance policy applicable to all employees.

Why did Franklin Covey file this 8-K/A amendment?

The amendment was filed to add compensation details for Ms. Procter that were not finalized at the time of the original announcement of her new role.