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FC · Current Report (Form 8-K) · Filed January 23, 2026

Franklin Covey Co — Current Report (Form 8-K)

Form
8-K
Filed
January 23, 2026
Period
Jan 23, 2026
Ticker
FC
Accession
0001193125-26-020856
Boardroom Alpha · Filing insights

Eight directors elected; executive compensation approved; Deloitte ratified as auditor.

About Franklin Covey Co
Market cap
$270M
1Y TSR
−1.9%
3Y TSR
−15.3%
Board grade
C
Sector
Industrials
CEO
Paul S Walker
Last annual meeting: Jan 23, 2026 · View full Franklin Covey Co profile →
8-K

 

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

 

img236323591_0.jpg

 

 

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

 


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Reference

Frequently asked questions

When did Franklin Covey Co file this 8-K?
Franklin Covey Co (FC) filed this Current Report (Form 8-K) with the SEC on January 23, 2026. The accession number assigned by EDGAR is 0001193125-26-020856.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Eight directors elected; executive compensation approved; Deloitte ratified as auditor. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Franklin Covey Co's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Franklin Covey Co has filed under CIK 886206, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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