Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 14, 2020, Houghton Mifflin Harcourt Company (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the Company's Amended and Restated Employee Stock Purchase Plan (the "Amended and Restated ESPP"), which had previously been adopted by the Company's Board of Directors subject to stockholder approval.

The description of the Amended and Restated ESPP contained on pages 68 to 74 of the Company's Proxy Statement for the Annual Meeting

https://www.sec.gov/Archives/edgar/data/0001580156/000156459021014566/hmhc-def14a_20210514.htm

, filed with the Securities and Exchange Commission (the "SEC") on March 22, 2021, is incorporated herein by reference. A complete copy of the Amended and Restated ESPP is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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

At the Annual Meeting, the Company' stockholders voted on the following proposals:

1. Each of the director nominees was elected to serve until the Company's next annual meeting of stockholders and until their successors are elected and qualified, or until such director's earlier death, resignation, retirement, disqualification or removal.

The votes for the election of directors are set forth below:





       Nominee             For       Withhold    Broker Non-Votes

Jean-Claude Brizard 99,843,530 449,046 12,939,775

L. Gordon Crovitz 95,771,962 4,520,613 12,939,775

Jean S. Desravines 98,784,551 1,508,024 12,939,775

Lawrence K. Fish 94,717,715 5,574,860 12,939,775

Jill A. Greenthal 95,754,132 4,538,443 12,939,775

John F. Killian 98,833,624 1,458,951 12,939,775

John J. Lynch, Jr. 99,244,497 1,048,079 12,939,775 John R. McKernan, Jr. 94,577,165 5,715,410 12,939,775

Tracey D. Weber 98,790,044 1,502,531 12,939,775

2. The compensation of the Company's named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:




   For        Against    Abstain   Broker Non-Votes
98,287,877   1,858,997   145,701      12,939,775

3. The adoption of the Company's Amended and Restated Employee Stock Purchase Plan was approved, by the votes set forth below:




    For       Against   Abstain   Broker Non-Votes
100,141,142   122,929   28,504       12,939,775

5. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, was ratified, by the votes set forth below:




    For       Against   Abstain
112,950,898   248,541   32,912

Item 9.01 Financial Statements and Exhibits



  (d) Exhibits




Exhibit No.   Description

99.1            Amended and Restated Employee Stock Purchase Plan

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)


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