Franklin Covey (NYSE: FC) investors approve board, pay and auditor

Rhea-AI Filing Summary

Franklin Covey Co. held its annual shareholder meeting on January 23, 2026, where all board nominees were elected. Each director, including Anne H. Chow, Craig Cuffie, Donald J. McNamara, Nancy Phillips, Efrain Rivera, Derek C.M. van Bever, Paul S. Walker, and Robert A. Whitman, received between 8,514,290 and 8,535,489 votes cast in favor, with broker non-votes of 2,423,860 for each nominee.

Shareholders approved the advisory vote on executive compensation, with 8,574,069 votes in favor, 47,295 against, 9,922 abstentions, and 2,423,860 broker non-votes. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026, with 11,005,289 votes in favor, 30,272 against, and 19,585 abstentions.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2026

Franklin Covey Co.

(Exact name of Registrant as Specified in Its Charter)

Utah			001-11107	87-0401551
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
13907 South Minuteman Dr., 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, $0.05 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Franklin Covey Co. (the Company) held its Annual Meeting of Shareholders on Friday, January 23, 2026. For more information on the following proposals, refer to the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 18, 2025, 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.

		Number of Votes				Number of Votes				Broker
Nominee		Cast For				Withheld				Non-Votes
Anne H. Chow			7,888,758				742,528				2,423,860
Craig Cuffie			8,535,489				95,797				2,423,860
Donald J. McNamara			8,514,290				116,996				2,423,860
Nancy Phillips			8,525,058				106,228				2,423,860
Efrain Rivera			8,529,806				101,480				2,423,860
Derek C.M. van Bever			8,521,538				109,748				2,423,860
Paul S. Walker			8,533,561				97,725				2,423,860
Robert A. Whitman			8,534,599				96,687				2,423,860

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 8,574,069 votes in favor; 47,295 votes against; and 9,922 abstentions. The number of broker non-votes was 2,423,860.

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, 2026 was approved with 11,005,289 votes cast in favor; 30,272 votes against; and 19,585 abstentions. There were no broker non-votes for this proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

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:	January 23, 2026	By:	/s/ Jessica G. Betjemann
			Jessica G. Betjemann Chief Financial Officer

FAQ

What did Franklin Covey (FC) shareholders vote on at the latest annual meeting?

Shareholders voted on three main items: the election of eight directors, an advisory vote to approve executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending August 31, 2026.

Were all Franklin Covey (FC) director nominees elected?

Yes. All eight nominees, including Anne H. Chow, Craig Cuffie, Donald J. McNamara, Nancy Phillips, Efrain Rivera, Derek C.M. van Bever, Paul S. Walker, and Robert A. Whitman, were elected, each receiving over 8.5 million votes cast for and broker non-votes of 2,423,860.

How did Franklin Covey (FC) shareholders vote on executive compensation?

The advisory vote on executive compensation passed with 8,574,069 votes in favor, 47,295 votes against, and 9,922 abstentions. There were 2,423,860 broker non-votes for this proposal.

Which audit firm did Franklin Covey (FC) shareholders ratify and with what vote?

Shareholders ratified Deloitte & Touche LLP as Franklin Covey’s independent registered public accounting firm for the fiscal year ending August 31, 2026, with 11,005,289 votes in favor, 30,272 against, and 19,585 abstentions.

Was there any proposal at the Franklin Covey (FC) meeting that failed to pass?

No. All proposals described in the excerpt—director elections, the advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP—received sufficient votes for approval.

When did Franklin Covey (FC) hold its 2026 annual shareholder meeting?

The annual shareholder meeting was held on January 23, 2026.