(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
(5)
|
Total
fee paid:
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
|
(i)
|
To
elect three directors of the Company, each to serve a term of three years
expiring at the annual meeting of shareholders of the Company to be held
following the end of fiscal year 2012 and until their respective
successors shall be duly elected and shall
qualify;
|
|
(ii)
|
To
consider and vote on a proposal to ratify the appointment of KPMG LLP as
the Company’s independent registered public accountants for the fiscal
year ending August 31, 2010; and
|
|
(iii)
|
To
transact such other business as may properly come before the Annual
Meeting or at any adjournment or postponement
thereof.
|
·
|
Executive
compensation program design
|
·
|
Total
rewards benchmarking
|
·
|
Long-term
incentive plan design
|
·
|
Executive
severance policy design
|
·
|
Change-in-control
policy design
|
·
|
Timing
of equity grant awards
|
Director
|
Audit
|
Nominating
|
Compensation
|
|
Clayton
M. Christensen
|
-
|
-
|
-
|
|
Stephen
R. Covey
|
-
|
-
|
-
|
|
Robert
H. Daines
|
X
|
X
|
X
|
|
E.J.
“Jake” Garn
|
Chair
|
-
|
-
|
|
Dennis
G. Heiner
|
X
|
Chair
|
X
|
|
Donald
J. McNamara
|
-
|
-
|
-
|
|
Joel
C. Peterson
|
-
|
-
|
-
|
|
E.
Kay Stepp
|
X
|
X
|
Chair
|
|
Robert
A. Whitman
|
-
|
-
|
-
|
·
|
Maintain
current board, committee, and committee chair retainers at fiscal 2008
levels, which is consistent with the current philosophy of targeting board
compensation at the market median for similar sized
companies.
|
·
|
Modify
the annual stock award to a dollar denominated amount of $40,000, rather
than a fixed number of shares, to provide consistency during a time of
market and share price volatility. Further, shares awarded
under this plan shall vest one year from the date of
grant.
|
·
|
Modify
ownership guidelines for each Director to maintain Common Stock equivalent
to three years of the Board cash retainer or
$90,000.
|
·
|
Each
Board member was paid an annual retainer of $30,000, paid quarterly, for
service on the Board and attending Board
meetings.
|
·
|
In
lieu of committee meeting fees, each Board member was paid an additional
annual retainer of $7,000 for service on each committee on which he/she
served.
|
·
|
Committee
chairpersons were paid an additional annual retainer of $5,000 for the
Audit and Compensation Committees and $3,000 for all other
committees.
|
·
|
Each
non-employee member of the Board of Directors received a restricted stock
award of shares equivalent to $40,000 which vests over a one-year service
period.
|
·
|
Directors
were reimbursed by the Company for their out-of-pocket travel and related
expenses incurred in attending all Board and committee
meetings.
|
A | B | C | D | E | F | G | H | |||||||||||||||||||||||
Name
|
Fees
earned or paid in cash
($)
|
Stock
awards
($)
|
Option
Awards
($)
|
Non-stock
Incentive Plan Compensation
($)
|
Change
in pension value and nonqualified deferred compensation
earnings
($)
|
All
other Comp
($)
|
Total
($)
|
|||||||||||||||||||||||
Clayton
Christensen
|
$ | 30,000 | $ | 56,625 | - | - | - | - | $ | 86,625 | ||||||||||||||||||||
Robert
H. Daines
|
$ | 51,000 | $ | 56,625 | - | - | - | - | $ | 107,625 | ||||||||||||||||||||
E.J.
“Jake” Garn
|
$ | 42,000 | $ | 56,625 | - | - | - | - | $ | 98,625 | ||||||||||||||||||||
Stephen
R. Covey
|
$ | 30,000 | $ | 49,765 | - | - | - | - | $ | 79,765 | ||||||||||||||||||||
Dennis
G. Heiner
|
$ | 54,000 | $ | 56,625 | - | - | - | - | $ | 110,625 | ||||||||||||||||||||
Joel
C. Peterson
|
$ | 30,000 | $ | 56,625 | - | - | - | - | $ | 86,625 | ||||||||||||||||||||
E.
Kay Stepp
|
$ | 56,000 | $ | 56,625 | - | - | - | - | $ | 112,625 | ||||||||||||||||||||
Donald
J. McNamara
|
$ | 30,000 | $ | 37,915 | - | - | - | - | $ | 67,915 | ||||||||||||||||||||
Robert
A. Whitman
|
- | - | - | - | - | - | - |
·
|
Franklin Covey pays for
performance. Executives – who have the greatest direct influence on
organizational performance – have a significant portion of their
compensation at risk based on annual business performance and each
individual’s contribution to that performance. Therefore, executives are
held accountable through the compensation program for overall
organizational performance as well as specific business unit
results.
|
·
|
Compensation rewards successful
execution of the business strategy. Therefore, the executive
compensation program is aligned with achieving our strategic business plan
and directly related to our
performance.
|
·
|
Our success depends on teamwork
from the executive level down through the organization.
Therefore, the compensation program is designed to promote shared destiny
and reward entity/team success, as well as individual
effort.
|
·
|
All compensation components are
aligned to attract and retain qualified executive talent.
Successful execution of the business strategy necessitates keeping our
management team in place and focused on achieving business
goals. Therefore, our program is competitive and equity awards
are granted with vesting schedules designed to promote
retention.
|
·
|
Executive pay is aligned with
the interests of shareholders. Equity awards are used to
reward executives for creating shareholder value over a multi-year
horizon.
|
1.
|
Commitment
to Principles
|
2.
|
Lasting
Customer Impact
|
3.
|
Respect
for the Whole Person
|
4.
|
Profitable
Growth
|
1.
|
Ensure
total target compensation is both competitive, to attract and retain
executive talent, and affordable in support of increasing shareholder
value.
|
2.
|
Provide
wider ranges in the target positioning for executive total compensation,
recognizing that FranklinCovey puts more pay at risk than our market
comparators.
|
3.
|
Emphasize
incentive payouts tied to goal achievement over base salary when
structuring the total pay mix which results in a highly leveraged total
compensation program.
|
·
|
Mercer,
2007 Americas Executive
Remuneration Database
|
·
|
Watson
Wyatt, 2007/2008 Report
on Top Management
Compensation
|
Name
|
Base
Salary
|
Target
STIP
|
Target
Total Cash
|
Target
LTIP
|
Total
Direct Compensation
|
Robert
A. Whitman
Chief
Executive Officer
|
500,000
|
500,000
|
1,000,000
|
-
|
1,000,000
|
Stephen
D. Young
Chief
Financial Officer
|
250,000
|
175,000
|
425,000
|
-
|
425,000
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
250,000
|
175,000
|
425,000
|
-
|
425,000
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
250,000
|
175,000
|
425,000
|
-
|
425,000
|
M.
Sean Covey
Chief
Product Officer
|
250,000
|
150,000
|
400,000
|
-
|
400,000
|
1.
|
Base
Salary
|
2.
|
Short-Term
Incentive Plan (STIP)
|
3.
|
Long-term
Incentive Plan (LTIP) – Performance-Based Equity
Grants
|
4.
|
Certain
other benefits
|
5.
|
Severance
benefits
|
Name
|
Minimum
Payout when Financial Performance is Less than 60% of
Budget
|
Threshold
Payout
when
Financial Performance is at 60% of Budget (1)
|
Target
Payout when Financial Performance is at 100% of Budget
|
Maximum
Payout when Financial Performance is at 110% of Budget
|
Robert
A. Whitman
Chief
Executive Officer
|
0
|
1%
|
100%
|
200%
|
Stephen
D. Young
Chief
Financial Officer
|
0
|
1%
|
70%
|
140%
|
M.
Sean Covey
Chief
Product Officer
|
0
|
1%
|
60%
|
120%
|
Name
|
Minimum
Payout for no Financial Performance1
|
Payout
for Financial Performance equal to FY08 Revenues2
|
Target
Payout for Financial Performance at 100% of Budget
|
Maximum
Payout for Financial Performance at 110% of Budget
|
|||
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
0
|
38%
|
70%
|
140%
|
|||
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
0
|
38%
|
70%
|
140%
|
(1)
|
Financial
Performance is defined as domestic sales EBITDA (Covey) and international
sales EBITDA (Mardyks).
|
(2)
|
Payouts
for performance up to and equal to prior year EBITDA is a straight line
calculation based on actual EBITDA and may range from 0 to approximately
38% of base salary.
|
First
quarter of achieving EBITDA budget
|
$8,000
|
Second
successive quarter of achieving budget
|
$9,000
|
Third
successive quarter of achieving budget
|
$10,000
|
Fourth
successive quarter of achieving budget
|
$11,000
|
Fifth
successive quarter of achieving budget
|
$12,000
|
Sixth
successive quarter of achieving budget
|
$13,000
|
Seventh
successive quarter of achieving budget
|
$14,000
|
Eighth
and subsequent successive quarter of achieving
budget
|
$15,000
|
Name
|
Financial
Measure
|
FY2009
Target
|
FY09
Quarterly Targets
|
|
Robert
A. Whitman
Chief
Executive Officer
|
Operating
Income for Franklin Covey Co.
|
$
9.2 million
|
n/a
|
|
Stephen
D. Young
Chief
Financial Officer
|
Operating
Income for Franklin Covey Co.
|
$
9.2 million
|
n/a
|
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
EBITDA
for Franklin Covey Domestic Sales
|
$
21.470 million
|
Q1
Q2
Q3
Q4
|
$
4.367 million
$
2.722 million
$
6.032 million
$
8.348 million
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
EBITDA
for Franklin Covey International Sales
|
$
14.853 million
|
Q1
Q2
Q3
Q4
|
$
4.478 million
$
2.335 million
$
3.159 million
$
4.880 million
|
M.
Sean Covey
Chief
Product Officer
|
Operating
Income for Franklin Covey Co.
|
$
9.2 million
|
n/a
|
Number
of Individual Performance Objectives Achieved
|
Weighting
of Each
Performance
Objective
|
Percentage
of STIP Payout for Individual Performance
(30%
portion)
|
1
|
35%
|
35%
|
2
|
35%
|
70%
|
3
|
20%
|
90%
|
4
|
10%
|
100%
|
Name
|
Year
|
Target
Annual STIP
($)
|
Financial
Performance Component as a Percentage of Total STIP
(%)
|
Individual
Performance Component as a Percentage of Total STIP
(%)
|
Total
STIP Payout
($)
|
Robert
A. Whitman
Chief
Executive Officer
|
2009
|
500,000
|
70%
|
30%
|
150,000
|
Stephen
D. Young
Chief
Financial Officer
|
2009
|
175,000
|
70%
|
30%
|
52,500
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
175,000
|
100%
|
n/a
|
77,086
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
175,000
|
100%
|
n/a
|
84,734
|
M.
Sean Covey
Chief
Product Officer
|
2009
|
150,000
|
42.5%
|
57.5%
|
72,614
|
·
|
Fiscal
2009 goals for Operating Income were set at levels considerably above
actual results achieved by the portion of the company that remained
following the sale of the CSBU in fiscal 2008, which increased the
difficulty of NEOs attaining the goals and receiving STIP payouts tied to
goal achievement.
|
·
|
Timing
of the fiscal 2009 STIP payout was amended to provide for a 2-quarter
extension of the performance period if financial goals are not met at the
end of fiscal 2009. This action recognized the uncertainty of
the marketplace while maintaining the integrity of annual goals, and may
result in additional STIP payouts for fiscal 2009 being made in fiscal
2010.
|
·
|
The
three new NEOs (David M.R. Covey, Stephan Mardyks, and M. Sean Covey)
retained the same STIP structure during fiscal 2009 that was in place
prior to their being named to the executive team at the beginning of
fiscal 2009, including monthly and quarterly
payouts.
|
·
|
The
mix between financial objectives and individual performance will be
adjusted in fiscal 2010 to bring the new NEOs closer to the 70% financial
and 30% individual performance
targets.
|
·
|
Financial
targets may be established for each NEO to best reflect the areas of the
company over which he may have the greatest influence, and may incorporate
company-wide, operating unit, practice, and/or individual product and
program results.
|
·
|
The
maximum payout for any executive for overachievement will be 200% of
target. This change maintains the emphasis on paying for
performance and drives each named executive officer to achieve stretch
goals that enhance shareholder
value.
|
·
|
This
plan has a 4-year performance period with a 60% payout; the payout
accelerates to 80% if the performance targets are achieved within 3.5
years; the payout accelerates to 100% if the performance targets are
achieved within 3 years.
|
·
|
Participants
must reach 50% of the target to achieve the minimum payout. The
minimum payout percentage is 30%; the maximum payout percentage is
200%.
|
·
|
Operating
EBITDA is used as the performance target because it demonstrates the
magnitude of the financial achievement. (Historically, LTIP
awards were based on achieving Operating Income
targets.)
|
·
|
The
LTIP payout is in shares with a net exercise
option.
|
·
|
The
Committee may modify the Plan.
|
·
|
The
fiscal 2010 LTIP grants will be made under the 1992 Stock Incentive
Plan.
|
·
|
The
new LTIP agreements with each named executive officer will include similar
non-compete and non-hire provisions as those in the previous
LTIP.
|
·
|
All
directors meet the fiscal 2009
guidelines.
|
·
|
Three
of the five NEOs meet the fiscal 2009 guidelines; the remaining two NEOs
and other executives, all of whom are new to the requirement, are
progressing and expected to meet the guideline within a three- to
five-year time frame.
|
·
|
Our
cafeteria plan
administered pursuant to Section 125 of the Internal Revenue Code of 1986,
as amended (the Code).
|
·
|
Our
401(k) plan, in
which we match 100% of the first 1% contributed and 50% of the next 4%
contributed for a net 3% match on a 5%
contribution. Contributions to the 401(k) plan from highly
compensated employees are currently limited to a maximum of 7% of
compensation, subject to statutory
limits.
|
·
|
Our
Employee Stock Purchase
Plan implemented and administered pursuant to Section 423 of the
Code.
|
·
|
Term Life
Insurance. We provide a portable 20-year term life
policy for the CEO and CFO. The coverage amount is 2.5 times
each executive’s target cash compensation (base salary + target annual
incentive).
|
·
|
Supplemental Disability
Insurance. We provide Mr. Whitman with long-term disability
insurance which, combined with our current group policy, provides, in
aggregate, monthly long-term disability benefits equal to 75% of his
fiscal 2009 target cash compensation. Executives and other
highly compensated associates may purchase voluntary supplemental
disability insurance at their own
expense.
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other Compen-sation
($)
|
Total
($)
|
Robert
A. Whitman
Chairman
and Chief Executive Officer
|
2009
2008
2007
|
500,000
500,000
500,000
|
241,500
645,134
-
|
-
-
264,776
|
-
-
-
|
150,000
295,000
668,012
|
-
-
-
|
49,380
56,750
56,870
|
940,880
1,496,884
1,489,658
|
Stephen
D. Young
Chief
Financial Officer
|
2009
2008
2007
|
250,000
250,000
250,000
|
70,000
177,913
50,000
|
-
-
74,093
|
-
-
-
|
52,500
103,250
167,003
|
-
-
-
|
7,462
15,072
12,318
|
379,962
546,235
553,414
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
250,000
|
25,300
|
-
|
-
|
98,474
|
-
|
7,277
|
381,051
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
250,000
|
25,300
|
-
|
-
|
124,734
|
-
|
14,210
|
414,244
|
M.
Sean Covey
Chief
Product Officer
|
2009
|
250,000
|
70,000
|
-
|
-
|
72,614
|
-
|
164,048
|
556,662
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
Name
|
Year
|
Contributions
to DC Plans
($)
|
Executive
Life Insurance Premiums
($)
|
Executive
Disability Premiums
($)
|
President’s
Club
($)
|
Other
($)
|
Total
($)
|
Robert
A. Whitman
Chief
Executive Officer
|
2009
|
7,192
|
7,310
|
34,878
|
-
|
-
|
49,380
|
Stephen
D. Young
Chief
Financial Officer
|
2009
|
5,192
|
2,270
|
-
|
-
|
-
|
7,462
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
7,005
|
-
|
-
|
-
|
272
|
7,277
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
6,624
|
-
|
-
|
7,586
|
-
|
14,210
|
M.
Sean Covey
Chief
Product Officer
|
2009
|
-
|
-
|
-
|
-
|
164,048
|
164,048
|
A
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
K
|
Estimated
future payouts under non-equity incentive plan awards
|
Estimated
future payouts under equity incentive plan awards
|
||||||||
Name
|
Threshold
($)
|
Target
($)
|
Max
($)
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
All
other stock awards: Number of shares of stock or units
(#)
|
All
other option awards: Number of securities underlying options
(#)
|
Exercise
or base price of option awards
($/share)
|
Robert
A. Whitman
Chief
Executive Officer
|
-
|
500,000
|
1,000,000
|
-
|
-
|
-
|
-
|
-
|
-
|
Stephen
D. Young
Chief
Financial Officer
|
-
|
175,000
|
350,000
|
-
|
-
|
-
|
-
|
-
|
-
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
-
|
175,000
|
350,000
|
-
|
-
|
-
|
-
|
-
|
-
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
-
|
175,000
|
350,000
|
-
|
-
|
-
|
-
|
-
|
-
|
M.
Sean Covey
Chief
Product Officer
|
-
|
150,000
|
300,000
|
-
|
-
|
-
|
-
|
-
|
-
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
H
|
I
|
J
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of securities underlying unexercised options
(#)
Exercisable
|
Number
of securities underlying unexercised options
(#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of securities underlying unexercised
unearned options
(#)
|
Option
exercise price
($)
|
Option
expiration date
|
Number
of shares or unit of stock that have not vested
(#)
|
Market
value of shares or units of stock that have not vested
($)
|
Equity
Incentive Plan Awards:
Number
of unearned shares, units or other rights that have not
vested
(#)
|
Equity
Incentive Plan Awards:
Market
or payout value of unearned shares, units or other rights that have not
vested
($)
|
Robert
A. Whitman
Chief
Executive Officer
|
1,602,000
|
-
|
-
|
14.00
|
8/31/2010
|
-
|
-
|
-
|
-
|
Stephen
D. Young
Chief
Financial Officer
|
35,000
|
-
|
-
|
8.00
|
1/16/2011
|
-
|
-
|
-
|
-
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
M.
Sean Covey
Chief
Product Officer
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
Name
|
Year
|
Target
Total Severance Payment
($)
|
Base
Salary
($)
|
Target
Annual STIP
($)
|
Target
Annual Cash Compensation
($)
|
Target
COBRA Premiums for 12 months
($)
|
Robert
A. Whitman
Chief
Executive Officer
|
2009
|
1,007,300
|
500,000
|
500,000
|
1,000,000
|
7,300
|
Stephen
D. Young
Chief
Financial Officer
|
2009
|
435,755
|
250,000
|
175,000
|
425,000
|
10,755
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
437,767
|
250,000
|
175,000
|
425,000
|
12,767
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
437,152
|
250,000
|
175,000
|
425,000
|
12,152
|
M.
Sean Covey
Chief
Product Officer
|
2009
|
410,755
|
250,000
|
150,000
|
400,000
|
10,755
|
A
|
B
|
C
|
D
|
E
|
F
|
G
|
Name
|
Year
|
Target
Total Severance Payment($)
|
Base
Salary
($)
|
Target
Annual STIP
($)
|
Target
Annual Cash Compensation
($)
|
Target
COBRA Premiums for 12 months
($)
|
Robert
A. Whitman
Chief
Executive Officer
|
2009
|
1,007,300
|
500,000
|
500,000
|
1,000,000
|
7,300
|
Stephen
D. Young
Chief
Financial Officer
|
2009
|
435,755
|
250,000
|
175,000
|
425,000
|
10,755
|
David
M.R. Covey
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
437,767
|
250,000
|
175,000
|
425,000
|
12,767
|
Stephan
Mardyks
Co-Chief
Operating Officer,
Global
Operations
|
2009
|
437,152
|
250,000
|
175,000
|
425,000
|
12,152
|
M.
Sean Covey
Chief
Product Officer
|
2009
|
410,755
|
250,000
|
150,000
|
400,000
|
10,755
|
As
of December 1, 2009
|
Number
of Common Shares
|
Percentage
of Class
|
|||
Donald
J. McNamara(1)(2)(3)(6)
c/o Franklin Covey
Co.
2200 West Parkway
Blvd.
Salt Lake City, UT
84119-2331
|
7,261,902
|
31.8
|
%
|
||
Knowledge
Capital Investment Group(1)(2)
3232 McKinney Ave.,
Dallas, TX 75204
|
6,928,404
|
30.3
|
%
|
||
Robert
A. Whitman(5)
c/o Franklin Covey
Co.
2200 West Parkway
Blvd.
Salt Lake City, UT
84119-2331
|
2,244,750
|
12.1
|
%
|
||
Dimensional
Fund Advisors, Inc.(4)
1299 Ocean Avenue
Santa Monica,
CA 90401
|
1,327,143
|
7.8
|
%
|
||
Stephen
R. Covey(3)(6)
c/o Franklin Covey
Co.
2200 West Parkway
Blvd.
Salt Lake City, UT
84119-2331
|
1,063,648
|
6.3
|
%
|
||
John
H. Lewis(7)
Osmium Partners, LLC
388 Market Street, Suite
920
San Francisco,
CA 94111
|
918,799
|
5.4
|
%
|
||
M.
Sean Covey
|
283,642
|
1.7
|
%
|
||
Joel
C. Peterson(6)
|
215,813
|
1.3
|
%
|
||
Dennis
G. Heiner(6)
|
121,521
|
*
|
%
|
||
Stephen
D. Young(5)
|
104,312
|
*
|
%
|
||
Robert
H. Daines(6)
|
57,896
|
*
|
%
|
||
E.
Kay Stepp(6)
|
46,673
|
*
|
%
|
||
David
M.R. Covey
|
40,418
|
*
|
%
|
||
E.J.
“Jake” Garn(6)
|
33,221
|
*
|
%
|
||
Clayton
M. Christensen(6)
|
29,646
|
*
|
%
|
||
Stephan
Mardyks
|
15,024
|
*
|
%
|
||
C.
Todd Davis
|
13,142
|
*
|
%
|
||
Jennifer
Colosimo
|
617
|
*
|
%
|
||
All
directors and executive officers as a group(5)(6)(15
persons)
|
11,532,225
|
47.1
|
%
|
|
(1)
|
The Common Stock shares indicated
for Knowledge Capital include 5,913,402 warrants. The warrants
are exercisable into a share of Common Stock at $8.00 per
share.
|
|
(2)
|
Mr.
McNamara, who is a director of the Company, is a principal of The
Hampstead Group, the private investment firm that sponsors Knowledge
Capital, and therefore may be deemed the beneficial owner of the Common
Stock and the warrants of Common Stock held by Knowledge
Capital. Mr. McNamara disclaims beneficial ownership of the
Common Stock and warrants of Common Stock held by Knowledge
Capital.
|
|
(3)
|
The
share amounts include those held for Stephen R. Covey by SANSTEP
Properties, L.C. with respect to 1,046,384 shares; and those indicated by
Donald J. McNamara by the Donald J. and Joan P. McNamara Foundation with
respect to 23,000 shares. Mr. McNamara is the trustee of his
foundation, having sole voting and dispositive control of all shares held
by the foundation, and may be deemed to have
beneficial
|
|
(4)
|
Dimensional
Fund Advisors’ information is provided as of September 30, 2009, the
filing of its last 13F Report.
|
|
(5)
|
The
share amounts indicated include shares subject to currently exercisable
stock options held by the following persons in the following amounts:
Robert A. Whitman, 1,602,000 shares and Stephen D. Young, 35,000 shares;
all directors and executive officers as a group, 1,637,000
shares.
|
|
(6)
|
The
share amounts indicated include unvested stock awards currently not vested
held by the following persons in the following amounts: Clayton M.
Christensen, 17,264 shares; Stephen R. Covey, 17,264 shares; Robert H.
Daines, 17,264 shares; E.J. “Jake” Garn, 17,264 shares; Dennis G. Heiner,
17,264 shares; Donald J. McNamara, 12,764 shares; Joel C. Peterson, 17,264
shares; E. Kay Stepp, 17,264 shares; and all directors as a group, 133,612
shares.
|
|
(7)
|
John
H. Lewis serves as the controlling member of Osmium Partners, LLC, which
serves as the general partner of Osmium Capital, LP; Osmium Capital II,
LP; and Osmium Spartan, LP (the Funds); and which manages other accounts
on a discretionary basis. Mr. Lewis and Osmium Partners, LLC
may be deemed to share with the Funds and discretionary accounts voting
and dispositive power with respect to such shares, except for the 167,000
shares that are directly owned by Mr. Lewis. Each of Mr. Lewis,
Osmium Partners, LLC, and the Funds disclaim beneficial ownership with
respect to any shares other than the shares owned directly by such person
or entity. The information regarding the number of shares
beneficially owned or deemed to be beneficially owned by Mr. Lewis, Osmium
Partners, LLC, and the Funds was taken from a Schedule 13G filed by those
entities and Mr. Lewis with the Securities and Exchange Commission, dated
December 2, 2009.
|
·
|
We
filed a Form 3 for each of Jennifer Colosimo, David M.R. Covey, M. Sean
Covey, C. Todd Davis, and Stephan Mardyks on October 1,
2008. These forms should have been filed in September 2008
following the appointments of these individuals as our new executive
officers.
|
·
|
We
filed a Form 5 for each of Clayton M. Christensen and Robert A. Whitman in
November 2008 that should have been filed in October
2008.
|
·
|
We
filed a Form 4 for Robert H. Daines on November 25, 2008 that should have
been filed one day earlier.
|
·
|
A
Form 4 was filed for each of Clayton M. Christensen, Stephen R. Covey,
Robert H. Daines, E.J. “Jake” Garn, Dennis G. Heiner, Donald J. McNamara,
Joel C. Peterson, and E. Kay Stepp in April 2009 for the annual grant of
unvested stock awards. These forms should have been filed in
January 2009.
|
·
|
A
Form 4 was filed for David M.R. Covey on August 13, 2009 that should have
been filed one day earlier.
|
Fiscal
2009
|
Fiscal
2008
|
|||||||
Audit
Fees(1)
|
$ | 1,071,000 | $ | 1,153,000 | ||||
Audit-Related
Fees(2)
|
- | 25,000 | ||||||
Tax
Fees(3)
|
71,000 | 108,000 | ||||||
All
Other Fees
|
- | - | ||||||
$ | 1,142,000 | $ | 1,286,000 |
|
(1)
|
Audit
fees represent fees and expenses for professional services provided in
connection with the audit of our consolidated financial statements and the
effectiveness of internal controls over financial reporting found in the
Annual Report on Form 10-K and reviews of our financial statements
contained in Quarterly Reports on Form 10-Q, procedures related
to registration statements, the sale of the Consumer Solutions Business
Unit in fiscal 2008, and accounting consultations on actual
transactions.
|
|
(2)
|
Audit-Related
Fees primarily consisted of accounting consultation on proposed
transactions.
|
|
(3)
|
Tax
Fees consisted primarily of fees and expenses for services related to tax
compliance, tax planning, and tax
consulting.
|
1. |
Election
of three directors of the Company, each to serve a term of three years
expiring at the Annual Meeting of the Company to be held following the end
of fiscal 2012 and until their respective successors shall be duly elected
and shall qualify.
|
Nominees:
Joel C. Peterson, E. Kay Stepp, and Robert A.
Whitman.
|
¨
|
FOR
all nominees
|
¨
|
WITHHOLD
AUTHORITY
all
nominees
|
¨
|
FOR all nominees, except
WITHHOLD
AUTHORITY
for the nominee(s )
whose
name(s) are circled
above
|
2. |
Proposal
to ratify the appointment of KPMG LLP as the Company’s independent
registered public accountants for the fiscal year ending August 31,
2010.
|
¨
|
FOR
|
¨
|
AGAINST
|
¨
|
ABSTAIN
|
3. |
To
transact such other business as may properly come before the Annual
Meeting or any adjournment(s)
thereof.
|
¨
|
FOR
|
¨
|
AGAINST
|
¨
|
ABSTAIN
|
Dated:
|
|
|
|
Signature
of Shareholder(s)
|
|
Signature
(if held jointly)
|