SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Franklin Covey Co. (the Company) regrets to disclose that Michael Fung, a member of the Company’s Board of Directors, passed away on February 10, 2021 from complications related to COVID-19. The Company is deeply saddened by Mr. Fung’s untimely passing and extends its heartfelt condolences to Mr. Fung’s family. Michael joined the Company’s Board of Directors as an independent director in July 2012 and was serving as the chair of the Board’s Audit Committee (the Audit Committee) at the time of his passing.
Following the death of Mr. Fung, the Company’s Board has been reduced to seven members, five of whom are independent. The Audit Committee was temporarily reduced to two members, both of whom are independent directors. Due to the reduced number of Audit Committee members, the Company was no longer compliant with Section 303A.07(a) of the New York Stock Exchange (NYSE) Listed Company Manual, which requires that the audit committee of an NYSE-listed company consist of at least three members, each of whom is an independent director. The Company notified the NYSE of Mr. Fung’s passing and the resulting non-compliance with the Listed Company Manual on February 18, 2021.
On February 18, 2021, the Company appointed Ms. Nancy Phillips to the Audit Committee to fill the vacancy created by Mr. Fung’s passing. Ms. Phillips is independent according to the requirements of Section 10A of, and Rule 10A-3 under, the Securities Exchange Act of 1934, as amended, and Section 303A.2 of the NYSE Listed Company Manual. With the addition of Ms. Phillips to the Audit Committee, the Company has regained compliance with the applicable NYSE listing standard. Mr. Dennis Heiner, an existing member of the Audit Committee, was appointed as the new chairperson of the Audit Committee.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRANKLIN COVEY CO.
Date: February 18, 2021
/s/ Stephen D. Young
Stephen D. Young
Chief Financial Officer