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

Franklin Covey Co. (the Company) held its Annual Meeting of Shareholders on Friday, January 20, 2023. For more information on the following proposals, refer to the Company's Proxy Statement filed with the Securities and Exchange Commission on December 19, 2022, 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.



Nominee               Number of Votes  Number of Votes Withheld    Broker
                         Cast For                                Non-Votes
Anne H. Chow           8,046,323        618,653                   2,340,207
Craig Cuffie           8,562,077        102,899                   2,340,207
Donald J. McNamara     8,456,631        208,345                   2,340,207
Joel C. Peterson       8,602,513        62,463                    2,340,207
Nancy Phillips         8,470,803        194,173                   2,340,207
Derek C.M. van Bever   8,529,471        135,505                   2,340,207
Robert A. Whitman      8,500,437        164,539                   2,340,207

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 8,120,773 votes in favor; 494,677 votes against; and 49,526 abstentions. The number of broker non-votes was 2,340,207.

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, 2023 was approved with 10,736,940 votes cast in favor; 226,531 votes against; and 41,712 abstentions. There were no broker non-votes for this proposal.

Item 9.01 Financial Statements and Exhibits



(d)      Exhibits
104      Cover Page Interactive Data File - the cover page XBRL tags are
         embedded within the inline XBRL document.



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