Franklin Covey Sets Shareholder Meeting for Jan 2026, Board Seeks Re-election

Ticker: FC · Form: DEF 14A · Filed: Dec 18, 2025 · CIK: 886206

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Board of Directors, Executive Compensation, Shareholder Meeting, Auditor Ratification, Director Election

Related Tickers: FC, MMM, CSX

TL;DR

**FC's board is playing it safe with standard proposals, but the loss of a director and the strong credentials of nominees like Anne Chow signal a focus on continuity and strategic experience.**

AI Summary

Franklin Covey Co. (FC) is preparing for its Annual Meeting of Shareholders on January 23, 2026, where key proposals include the election of eight directors, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. The Board of Directors, which currently consists of eight members with six independent, emphasizes strong corporate governance through its Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers, and Code of Business Conduct and Ethics, all available on ir.franklincovey.com. The company's record date for voting eligibility is November 28, 2025, with 11,989,951 shares of Common Stock outstanding. Notably, Joel C. Peterson, a long-serving board member, recently passed away and will not be standing for re-election. The Board recommends voting 'FOR' all proposals, including the election of nominees like Anne H. Chow, Lead Independent Director, who brings over three decades of experience from AT&T Business and serves on the boards of 3M and CSX, and Mr. Cuffie, Group Chief Procurement Officer at HSBC, highlighting a focus on diverse leadership and strategic oversight.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Franklin Covey, directly impacting investor confidence through director elections and executive compensation votes. The ratification of Deloitte & Touche LLP ensures continued financial oversight, crucial for market transparency. For employees and customers, a stable and well-governed board, including experienced leaders like Anne H. Chow from 3M and CSX, signals strategic direction and operational integrity. In a competitive market for leadership development and training, strong governance and a clear strategic vision are essential for Franklin Covey to maintain its market position and drive long-term value.

Risk Assessment

Risk Level: low — The filing primarily details routine corporate governance matters for the upcoming Annual Meeting, such as director elections and auditor ratification. There are no indications of significant financial distress, hostile takeover attempts, or major strategic shifts that would introduce high risk. The 11,989,951 shares outstanding on the record date of November 28, 2025, indicate a stable shareholder base.

Analyst Insight

Investors should review the biographies of the eight director nominees, particularly those with extensive external board experience like Anne H. Chow, to assess the board's strategic capabilities. Pay close attention to the advisory vote on executive compensation (Proposal No. 2) as it reflects shareholder sentiment on management incentives. Vote 'FOR' the ratification of Deloitte & Touche LLP (Proposal No. 3) to ensure continued independent financial oversight.

Key Numbers

Key Players & Entities

FAQ

When is Franklin Covey Co.'s Annual Meeting of Shareholders?

Franklin Covey Co.'s Annual Meeting of Shareholders is scheduled for Friday, January 23, 2026, at 8:30 a.m. Mountain Time, at 13907 South Minuteman Dr., Suite 500, Draper, Utah 84020.

What are the key proposals to be voted on at the Franklin Covey Annual Meeting?

Shareholders will vote on three main proposals: (i) the election of eight directors, (ii) an advisory vote on executive compensation, and (iii) the ratification of Deloitte & Touche LLP as the independent registered public accountants for fiscal 2026.

Who is the independent registered public accounting firm proposed for Franklin Covey Co. for fiscal 2026?

Deloitte & Touche LLP has been proposed for ratification as Franklin Covey Co.'s independent registered public accounting firm for the fiscal year ending August 31, 2026.

Who is Anne H. Chow and what is her role at Franklin Covey?

Anne H. Chow is the Lead Independent Director on the Board of Directors of Franklin Covey Co. She is also a nominee for election and brings over three decades of experience, including as CEO of AT&T Business, and serves on the boards of 3M and CSX.

What is the record date for voting at the Franklin Covey Annual Meeting?

The record date for determining shareholders entitled to notice of and to vote at the Annual Meeting is the close of business on Friday, November 28, 2025.

How many shares of Franklin Covey Common Stock were outstanding on the record date?

As of the record date, November 28, 2025, there were 11,989,951 shares of Franklin Covey Co. Common Stock issued and outstanding.

What is Franklin Covey's policy on director retirement age?

Franklin Covey has a policy that members of its Board of Directors should retire from service at age 75, unless an extension is specifically approved by the Board.

Where can I find Franklin Covey's Corporate Governance Guidelines and Code of Ethics?

The Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers, and Code of Business Conduct and Ethics are available on Franklin Covey's website at ir.franklincovey.com.

What happens if a director nominee receives more 'withheld' votes than 'for' votes at Franklin Covey?

Pursuant to Franklin Covey's bylaws, any nominee receiving a greater number of 'withheld' or 'against' votes than 'for' votes must immediately offer to tender their resignation. The Corporate Governance and Nominating Committee will then recommend to the Board whether to accept or reject the offer, with a public disclosure within 90 days.

What is the purpose of the advisory vote on executive compensation for Franklin Covey?

The advisory vote on executive compensation (Proposal No. 2) allows shareholders to express their opinion on the compensation of Franklin Covey's named executive officers, providing a non-binding recommendation to the Board of Directors.

Industry Context

Franklin Covey Co. operates in the professional development and human resources sector, providing training and consulting services. The industry is characterized by a focus on improving individual and organizational performance through various methodologies and technologies. Competition comes from other training providers, consulting firms, and digital learning platforms.

Regulatory Implications

As a publicly traded company, Franklin Covey Co. is subject to SEC regulations and stock exchange rules. The DEF 14A filing itself is a key regulatory requirement. Compliance with corporate governance standards, disclosure requirements, and accounting regulations is critical to maintain investor confidence and avoid penalties.

What Investors Should Do

  1. Review director nominees' qualifications and experience.
  2. Evaluate the advisory vote on executive compensation.
  3. Confirm the ratification of Deloitte & Touche LLP as the auditor.
  4. Vote by the record date of November 28, 2025.

Key Dates

Glossary

DEF 14A
A proxy statement filed by public companies with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of shareholders. (This document contains the information being analyzed, including proposals for the annual meeting and details about directors and compensation.)
Common Stock
Represents ownership in a corporation and entitles the shareholder to a portion of the company's profits and assets. (The shares of Franklin Covey Co. common stock are what shareholders own and vote with at the annual meeting.)
Par Value
A nominal value assigned to a share of stock, often a very small amount, used for accounting purposes. (Franklin Covey Co. common stock has a par value of $0.05 per share.)
Board of Directors
A group of individuals elected by shareholders to oversee the management of a company. (The Board of Directors is responsible for recommending proposals to shareholders, including director elections and executive compensation.)
Independent Registered Public Accounting Firm
An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Deloitte & Touche LLP is proposed for ratification as Franklin Covey Co.'s auditor for fiscal 2026.)

Year-Over-Year Comparison

This filing pertains to the January 23, 2026 Annual Meeting. Specific comparative financial data or risk factor changes from a previous filing are not detailed within this excerpt. However, the context of director elections and compensation votes suggests a continuity in governance and executive oversight practices, with a notable change in director composition due to the passing of Joel C. Peterson.

Filing Stats: 4,619 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2025-12-18 16:32:17

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 40 Pay Versus Performance 49 Overview of Proposals 54 Proposal 1: Election of Directors 54 Proposal 2: Advisory Vote on Executive Compensation 55 Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm 56 Audit Committee Report 58 Other Matters 59 Proposals of Shareholders 59 Where You Can Find More Information 60 Directions To The Annual Meeting 61 Appendix A 62 Table of Contents NOTICE OF ANNUAL MEE TING OF SHAREHOLDERS To Be Held January 23, 2026 Franklin Covey Co. You are cordially invited to attend the Annual Meeting of Shareholders of Franklin Covey Co. (the Company), which will be held on Friday, January 23, 2026 at 8:30 a.m., in the Hyrum Smith Training Room at 13907 South Minuteman Dr., Suite 500, Draper, Utah 84020 (the Annual Meeting), for the following purposes: (i) To elect eight directors to serve until the 2027 annual meeting of shareholders; (ii) To hold an advisory vote on executive compensation; (iii) To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2026; and (iv) To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on January 23, 2026 . The proxy statement and annual report to shareholders are available at www.proxyvote.com . The Board of Directors has fixed the close of business on Friday, November 28, 2025 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. You are cordially invited to attend the Annual Meeting in person. To ensure that your vote is counted at the Annual Meeting, however, please vote as promptly as possible. By Order of the Board of Directors, Rob

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