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FC > SEC Filings for FC > Form 8-K on 29-Jan-2013All Recent SEC Filings

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Form 8-K for FRANKLIN COVEY CO


29-Jan-2013

Submission of Matters to a Vote of Security Holders, Other Events


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting on Friday, January 25, 2013. For more information on the following proposals, refer to the Company's Proxy Statement filed with the Securities and Exchange Commission on December 14, 2012, 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.

                          Number of Votes       Number of Votes        Broker
Nominee                      Cast For              Withheld           Non-Votes
Clayton M. Christensen          10,491,838               140,522       4,819,852
Robert H. Daines                10,291,023               341,337       4,819,852
Michael Fung                    10,597,444                34,916       4,819,852
E.J. "Jake" Garn                10,582,599                49,761       4,819,852
Dennis G. Heiner                10,396,431               235,929       4,819,852
Donald J. McNamara              10,589,605                42,755       4,819,852
Joel C. Peterson                10,589,605                42,755       4,819,852
E. Kay Stepp                    10,396,431               235,929       4,819,852
Robert A. Whitman               10,404,485               227,875       4,819,852

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 10,392,375 votes in favor, 233,735 votes against, and 6,250 abstentions. The number of broker non-votes was 4,819,852.

3. The ratification of the appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending August 31, 2013 was approved with 15,236,604 votes cast in favor, 123,352 votes against, and 92,256 abstentions. There were no broker non-votes for this proposal.



Item 8.01 Other Information

At the Board of Director meeting held on January 25, 2013, Mr. Michael Fung was designated as the chairman of the Audit Committee of the Board of Directors. In addition, Mr. Fung was designated to serve as a member of the Nominating and Governance Committee and the Organization and Compensation Committee of the Board of Directors.


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