Franklin Covey (FC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for January 23, 2026, to elect eight directors, hold an advisory vote on executive compensation, and ratify Deloitte & Touche LLP as independent auditors for fiscal 2026.

• Shareholders of record as of November 28, 2025, are entitled to vote; 11,989,951 shares outstanding.

• Board recommends voting FOR all proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors to serve until the next annual meeting.

• Proposal 2: Advisory vote on executive compensation, with over 94% approval in the prior year.

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditors.

• Shareholder proposals for 2027 must be received by August 20, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

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

• Board committees: Audit, Nominating, Compensation, and supplemental Growth Committee.

• Lead Independent Director is Anne H. Chow; board leadership structure separates CEO and Chairman roles.

• Board and committees met regularly, with 100% attendance by directors.

• Director compensation includes cash and equity, with no changes for fiscal 2026.