Franklin Covey (FC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 24, 2025, to elect nine directors, hold advisory vote on executive compensation, ratify Deloitte as auditor, and approve an amendment to the 2022 Omnibus Incentive Plan.

• Shareholders of record as of November 29, 2024, are entitled to vote; 13,184,271 shares outstanding.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals: (1) Elect nine directors, (2) Advisory vote on executive compensation, (3) Ratify Deloitte as auditor, (4) Approve amendment to increase shares under the 2022 Omnibus Incentive Plan.

• Shareholder proposals for 2026 annual meeting must be received by August 21, 2025.

• Shareholders may nominate directors or submit proposals per bylaw and SEC requirements.

Board of directors and corporate governance

• Board consists of nine directors, six of whom are independent under NYSE standards.

• Board committees: Audit, Nominating, Compensation, and Growth & Innovations.

• Lead Independent Director: Anne H. Chow; Chairman: Robert A. Whitman; CEO: Paul S. Walker.

• Board emphasizes diversity of experience, skills, and perspectives.

• All directors attended at least 75% of meetings in 2024.