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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.
Franklin Covey reported quarterly revenue of $64.0 million, down from $69.1 million a year ago, and swung to a net loss of $3.3 million, or $(0.27) per share, versus prior-year net income of $1.2 million. Gross margin remained high at 75.5%, but Adjusted EBITDA fell to $3.7 million from $7.7 million, driven by lower revenue and higher restructuring and building exit costs.
Enterprise Division revenue declined to $47.5 million and Education Division revenue to $16.1 million, while deferred revenue stood at $100.2 million and remaining performance obligations at $172.3 million. The company used $10.7 million to repurchase 582,106 shares, ending the quarter with $17.5 million in cash and $80 million of total available liquidity including an undrawn credit facility.
Franklin Covey Co. reported that it has released financial results for the first quarter of fiscal 2026, which ended on November 30, 2025. The results are provided in an earnings release furnished as Exhibit 99.1.
The company also scheduled a webcast and conference call for shareholders and the financial community on January 7, 2026 at 5:00 p.m. Eastern Time to review these first-quarter fiscal 2026 results. A replay of the webcast will be available on the company’s website for at least 30 days.
Franklin Covey Co. reported that it will host a conference call to review its first quarter 2026 financial results on Wednesday, January 7, 2026, at 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time). The company expects to release these results after the market closes that same day. Investors and interested listeners can join via a live webcast or by telephone after completing an online registration process, which provides either a personalized PIN for dialing in or an automated “Call Me” option. A replay of the webcast will be available on the company’s website for at least 30 days.
Franklin Covey Co. is asking shareholders to vote at its January 23, 2026 annual meeting on electing eight directors, approving an advisory say-on-pay resolution, and ratifying Deloitte & Touche LLP as independent auditors for fiscal 2026. Shareholders of record as of November 28, 2025, when 11,989,951 common shares were outstanding, are entitled to one vote per share.
The proxy highlights a board with six NYSE-independent directors, a separate Chair and CEO, and a Lead Independent Director, Anne H. Chow, who also chairs the Nominating Committee. Standing committees (Audit, Compensation, Nominating) are fully independent, and a Growth and Innovations Committee involves all directors in strategic oversight.
Director compensation in fiscal 2025 combined cash retainers with annual stock awards valued at $120,000; the Chair received a $200,000 cash retainer. Executive pay is positioned as pay-for-performance, with most incentive opportunity tied to EBITDA, revenue, and multi‑year equity. Because 2025 adjusted EBITDA and net revenue fell below threshold goals, the financial portion of annual bonuses was not earned, leading to sharply reduced short‑term incentive payouts for named executives.
Franklin Covey Co. CEO and Director reported an earlier equity grant on an amended Form 4. On 12/09/2022, the insider received 2,923 time-vested restricted common shares at a price of $0, reflecting a stock grant rather than an open-market purchase. After this reported grant, the insider beneficially owns 141,264 common shares in direct ownership. The filing notes that this grant was inadvertently omitted from previous reports and is now being disclosed.
Franklin Covey Co. CFO Form 4 insider transaction: The chief financial officer of Franklin Covey Co. (FC) reported a disposition of 287 common shares on 10/20/2025 at a price of $17.65 per share, coded as transaction type "F," which typically reflects shares withheld to cover taxes upon vesting of equity awards. After this transaction, the officer directly beneficially owned 15,055 common shares. The footnote indicates the shares relate to an FY25 long-term incentive plan award that vests over time ("FY25 LTIP 1/32 Time Vested").
Franklin Covey Co (FC) filed a Form 4 reporting equity transactions by a director. On 11/10/2022, the director acquired 4,992 common shares at $0, related to an FY23 long-term incentive plan. On 11/21/2025, the director received an additional 14,151 common shares at $0 from FY23 LTIP performance awards, and had shares withheld or surrendered in two transactions of 6,858 shares at $15.13 and 2,207 shares at $19.56, tied to FY23 LTIP time-vested awards. After these transactions, the director beneficially owns 707,033 common shares, held directly.
Franklin Covey Co (FC) reported insider transactions by its CEO and director on a Form 4. The filing shows several equity award vestings and related share withholdings for taxes in October and November 2025.
On 10/20/2025, 1,461 common shares were disposed of under code F at a price of $17.65 per share. On 11/21/2025, the reporting person acquired 11,299 common shares and 8,286 common shares at $0 per share from FY23 LTIP performance and time-based awards, while multiple F-code transactions on the same date withheld 4,995 shares at $15.13, 3,663 shares at $15.13, 1,762 shares at $19.56, and 1,292 shares at $19.56.
After these transactions, the reporting person directly owned 138,341 common shares of Franklin Covey.