Franklin Covey (FC) Proxy Filing summary

Executive summary

• Amendment clarifies voting treatment for Proposal No. 4 at the January 24, 2025 Annual Meeting.

• Only the method for counting abstentions and broker non-votes on Proposal No. 4 is affected; all other disclosures remain unchanged.

Voting matters and shareholder proposals

• Proposal No. 4 concerns approval of an amendment to the 2022 Omnibus Incentive Plan.

• Approval requires more votes cast in favor than against; abstentions and broker non-votes do not affect the outcome.

• Shareholders who have already voted need not vote again unless they wish to change their vote.

Shareholder rights and capital structure

• Instructions are provided for shareholders wishing to change or revoke their prior vote before the Annual Meeting.