Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As noted below, on January 14, 2022, the shareholders of Franklin Covey Co. (the Company) approved the Franklin Covey Co. 2022 Omnibus Incentive Plan (the Plan). The Plan was adopted by the Company's Board of Directors on November 12, 2021. With shareholder approval obtained, the Plan is effective as of January 14, 2022. Subject to adjustment in certain circumstances, the Plan authorizes up to 1,000,000 shares of common stock for issuance.

Any employees, officers, consultants, advisors, independent contractors, or non-employee directors of the Company or any of its subsidiaries or affiliates is eligible to receive an award under the Plan. Generally, grants may be made in any of the following forms:



?Stock Options

?Stock Appreciation Rights

?Restricted Stock and Restricted Stock Units

?Other Stock-Based Awards

A summary of the Plan appears on pages 47 to 57 of the Company's Proxy Statement as filed with the Securities and Exchange Commission on December 15, 2021 and is incorporated by reference herein. The foregoing description and the summary contained in the Company's Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on Friday, January 14, 2022. For more information on the following proposals, refer to the Company's Proxy Statement filed with the Securities and Exchange Commission on December 15, 2021, 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.



4444
Nominee               Number of Votes  Number of Votes Withheld    Broker
                         Cast For                                Non-Votes
Anne H. Chow           9,147,232        37,880                    2,673,115
Craig Cuffie           9,162,683        22,429                    2,673,115
Donald J. McNamara     9,074,546        110,566                   2,673,115
Joel C. Peterson       9,129,043        56,069                    2,673,115
Nancy Phillips         9,148,741        36,371                    2,673,115
Derek C.M. van Bever   9,162,708        22,404                    2,673,115
Robert A. Whitman      9,026,318        158,794                   2,673,115

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 8,930,718 votes in favor; 217,878 votes against; and 36,516 abstentions. The number of broker non-votes was 2,673,115.

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, 2022 was approved with 11,835,246 votes cast in favor; 2,913 votes against; and 20,068 abstentions. There were no broker non-votes for this proposal.

4.The Franklin Covey Co. 2022 Omnibus Incentive Plan was approved with 8,741,458 votes cast in favor; 428,122 votes against; and 15,532 abstentions. The number of broker non-votes was 2,673,115.




?

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Franklin Covey Co. 2022 Omnibus Incentive Plan 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded

within the inline XBRL document.

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