FRANKLIN COVEY CO
For the period ended Aug 31, 2024. Filed Nov 12, 2024.
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FY2024 · Filed Nov 12, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)List of documents filed as part of this report:
- Financial Statements. The consolidated financial statements of the Company and Report of Independent Registered Public Accounting Firm thereon included in the Annual Report to Shareholders on Form 10-K for the year ended August 31, 2024, are as follows:
Consolidated Balance Sheets at August 31, 2024 and 2023
Consolidated Income Statements and Statements of Comprehensive Income for the fiscal years ended August 31, 2024, 2023, and 2022
Consolidated Statements of Shareholders’ Equity for the fiscal years ended August 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
- Financial Statement Schedules.
Other financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the financial statements or notes thereto, or contained in this report.
- Exhibit List.
| Exhibit No. · Exhibit · Incorporated By Reference · Filed Herewith | ||
|---|---|---|
| 2.1 | Stock Purchase Agreement by and among the stockholders of Strive Talent, Inc., William James Houghteling as the Stockholder Representative, and Franklin Covey Client Sales, dated as of April 26, 2021 | (16) |
| 3.1 | Articles of Restatement dated March 4, 2005 amending and restating the Company’s Articles of Incorporation | (4) |
| 3.2 | Amendment to Amended and Restated Articles of Incorporation of Franklin Covey | (6) |
| 3.3 | Amended and Restated Bylaws of Franklin Covey Co. | (8) |
| 4.1 | Specimen Certificate of the Registrant’s Common Stock, par value $.05 per share | (2) |
| 4.2 | Stockholder Agreements, dated May 11, 1999 and June 2, 1999 | (3) |
| 4.3 | Registration Rights Agreement, dated June 2, 1999 | (3) |
| 4.4 | Description of Securities Registered Under Section 12 of the Exchange Act | (13) |
| 10.1* | Forms of Nonstatutory Stock Options | (1) |
| 10.2 | Master Lease Agreement, dated June 17, 2005, between Franklin SaltLake LLC (Landlord) and Franklin Development Corporation (Tenant) | (5) |
| 10.3 | Purchase and Sale Agreement and Escrow Instructions between Levy Affiliated Holdings, LLC (Buyer) and Franklin Development Corporation (Seller) and Amendments | (5) |
| 10.4 | Asset Purchase Agreement by and Among Covey/Link, LLC, CoveyLink Worldwide LLC, Franklin Covey Co., and Franklin Covey Client Sales, Inc. dated December 31, 2008 | (7) |
| 10.5 | Amended and Restated License of Intellectual Property by and Among Franklin Covey Co. and Covey/Link, LLC, dated December 31, 2008 | (7) |
| 10.6* | Form of Change in Control Severance Agreement | (9) |
| 10.7* | Franklin Covey Co. 2017 Employee Stock Purchase Plan | (10) |
| 10.8* | Franklin Covey Co. 2019 Omnibus Incentive Plan | (11) |
| 10.9 | Credit Agreement by and among JPMorgan Chase Bank, N.A., Franklin Covey Co., and the subsidiary guarantors party thereto, dated August 7, 2019 | (12) |
| 10.10 | Pledge and Security Agreement by and between JPMorgan Chase Bank, N.A., Franklin Covey Co., and the subsidiary guarantors party thereto, dated August 7, 2019 | (12) |
| 10.11 | First Modification Agreement by and among JPMorgan Chase Bank, N.A., Franklin Covey Co., and the subsidiary guarantors signatory thereto, dated July 8, 2020 | (14) |
| 10.12 | Separation Agreement and General Release between Scott J. Miller and Franklin Covey Co., dated November 2, 2020 | (15) |
| 10.13 | Independent Contractor Agreement between Scott J. Miller and Franklin Covey Co., dated November 1, 2020 | (15) |
| 10.14 | Intellectual Property Agreement between Scott J. Miller and Franklin Covey Co., dated November 1, 2020 | (15) |
| 10.15 | Consent and Second Modification Agreement by and among JPMorgan Chase Bank, N.A., Franklin Covey Co., and the subsidiary guarantors signatory thereto, dated April 26, 2021 | (16) |
| 10.16* | Franklin Covey Co. 2022 Omnibus Incentive Plan | (17) |
| 10.17 | Credit Agreement by and between KeyBank National Association and Franklin Covey Co., dated March 27, 2023 | (18) |
| 10.18 | Security Agreement by and among KeyBank National Association and the subsidiary guarantors party thereto, dated March 27, 2023 | (18) | |
| 19 | Insider Trading Policy | éé | |
| 21 | Subsidiaries of the Registrant | éé | |
| 23 | Consent of Independent Registered Public Accounting Firm | éé | |
| 31.1 | Rule 13a-14(a) Certification of the Chief Executive Officer | éé | |
| 31.2 | Rule 13a-14(a) Certification of the Chief Financial Officer | éé | |
| 32 | Section 1350 Certifications | éé | |
| 97* | Franklin Covey Co. Incentive Compensation Recovery Policy | éé | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | éé | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | éé | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | éé | |
| 101.DEF | Inline Taxonomy Extension Definition Linkbase | éé | |
| 101.LAB | Inline Taxonomy Extension Label Linkbase | éé | |
| 101.PRE | Inline Extension Presentation Linkbase | éé | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | éé |
(1)Incorporated by reference to Registration Statement on Form S-1 filed with the Commission on April 17, 1992, Registration No. 33-47283.
(2)Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on May 26, 1992, Registration No. 33-47283.
(3)Incorporated by reference to Schedule 13D (CUSIP No. 534691090 as filed with the Commission on June 14, 1999). Registration No. 005-43123.
(4)Incorporated by reference to Report on Form 8-K filed with the Commission on March 10, 2005.
(5)Incorporated by reference to Report on Form 8-K filed with the Commission on June 27, 2005.
(6)Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix C) filed with the Commission on December 12, 2005.
(7)Incorporated by reference to Report on Form 10-Q filed with the Commission on April 9, 2009.
(8)Incorporated by reference to Report on Form 8-K filed with the Commission on February 1, 2012.
(9)Incorporated by reference to Report on Form 8-K filed with the Commission on March 14, 2012.
(10)Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix A) filed with the Commission on December 22, 2017.
(11)Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix A) filed with the Commission on December 20, 2018.
(12)Incorporated by reference to Report on Form 8-K filed with the Commission on August 8, 2019.
(13)Incorporated by reference to Report on Form 10-K/A filed with the Commission on December 2, 2019.
(14)Incorporated by reference to Report on Form 8-K filed with the Commission on July 10, 2020.
(15)Incorporated by reference to Report on Form 8-K filed with the Commission on November 5, 2020.
(16)Incorporated by reference to Report on Form 8-K filed with the Commission on April 29, 2021.
(17)Incorporated by reference to Report on Form 8-K filed with the Commission on January 14, 2022.
(18)Incorporated by reference to Report on Form 8-K filed with the Commission on March 30, 2023.
éé Filed herewith and attached to this report.
- Indicates a management contract or compensatory plan or agreement.
** Registration No. 001-11107.
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