FRANKLIN COVEY CO 8-K

What Happened

• Franklin Covey Co. filed an Form 8-K reporting the results of its Annual Meeting of Shareholders held January 23, 2026. Eight director nominees were elected to serve until the next annual meeting. Broker non-votes on the director elections totaled 2,423,860 shares.
• Directors elected and votes cast (For / Withheld; broker non-votes shown for all director elections):
  • Anne H. Chow: 7,888,758 For; 742,528 Withheld; 2,423,860 broker non-votes
  • Craig Cuffie: 8,535,489 For; 95,797 Withheld; 2,423,860 broker non-votes
  • Donald J. McNamara: 8,514,290 For; 116,996 Withheld; 2,423,860 broker non-votes
  • Nancy Phillips: 8,525,058 For; 106,228 Withheld; 2,423,860 broker non-votes
  • Efrain Rivera: 8,529,806 For; 101,480 Withheld; 2,423,860 broker non-votes
  • Derek C.M. van Bever: 8,521,538 For; 109,748 Withheld; 2,423,860 broker non-votes
  • Paul S. Walker: 8,533,561 For; 97,725 Withheld; 2,423,860 broker non-votes
  • Robert A. Whitman: 8,534,599 For; 96,687 Withheld; 2,423,860 broker non-votes

Key Details

• Advisory (non-binding) vote to approve executive compensation: 8,574,069 For; 47,295 Against; 9,922 Abstentions. Broker non-votes: 2,423,860.
• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending Aug 31, 2026: 11,005,289 For; 30,272 Against; 19,585 Abstentions. No broker non-votes on this proposal.
• The 8-K was signed by Jessica G. Betjemann, Chief Financial Officer, and filed on January 23, 2026.

Why It Matters

• The elected board slate and the passing of the advisory executive compensation vote signal shareholder support for the company’s current directors and pay practices.
• Ratification of Deloitte as auditor confirms continuity of the company’s external audit oversight for fiscal 2026.
• The presence of 2.42 million broker non-votes on director and compensation items reflects shares held in brokerage accounts that were not voted on those proposals; such non-votes can affect the total voteable shares on non-routine matters.