FRANKLIN COVEY CO
For the period ended Jan 23, 2026. Filed Dec 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 23, 2026 · Filed Dec 18, 2025
Contents
Appendix A
ADJUSTED EBITDA RECONCILIATION TO NET INCOME
We define “Adjusted EBITDA” as net income excluding the impact of interest, income taxes, amortization of finite-lived intangible assets, depreciation, share-based compensation expense, restructuring costs, impaired assets, and certain other items. We reference this non-GAAP financial measure in our disclosures and decision making because it provides supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods, and we believe it provides investors with greater transparency to evaluate operational activities and financial results.
Reconciliation of Net Income to Adjusted EBITDA
(in thousands and unaudited)
| Fiscal Year Ended August 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| Reconciliation of net income to | |||||
| Adjusted EBITDA: | |||||
| Net income | $3,068 | $23,402 | $17,781 | $18,430 | $13,623 |
| Adjustments: | |||||
| Interest expense (income), net | (363) | (4) | 492 | 1,610 | 2,026 |
| Income tax provision (benefit) | 2,999 | 9,644 | 8,088 | 3,634 | (7,548) |
| Amortization | 4,392 | 4,248 | 4,342 | 5,266 | 5,006 |
| Depreciation | 4,066 | 3,905 | 4,271 | 4,903 | 6,190 |
| Stock-based compensation | 5,805 | 10,142 | 12,520 | 8,286 | 8,617 |
| Increase to the fair value of contingent earn out liabilities | - | - | 7 | 68 | 193 |
| Gain from insurance settlement | - | - | - | - | (150) |
| Government COVID-19 assistance | - | - | - | - | (299) |
| Restructuring costs | 6,723 | 3,008 | 565 | - | - |
| Building exit costs | 2,067 | - | - | - | - |
| Impaired asset | - | 928 | - | - | - |
| Business acquisition costs | - | - | - | - | 300 |
| $28,757 | $55,273 | $48,066 | $42,197 | $27,958 | |
2025 Proxy Statement | 62
Logo FRANKLIN COVEY CO. 13907 SOUTH MINUTEMAN DR., SUITE 500 DRAPER, UT 84020 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on January 22, 2026 for shares held directly and by 11:59 P.M. Eastern Time on January 20, 2026 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59P.M. Eastern Time on January 22, 2026 for shares held directly and by 11:59P.M. Eastern Time on January 20, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. Election of Eight directors of the Company, each to serve until the next Annual Meeting and until their respective successors shall be duly elected and shall qualify. Nominees 0 0 0 01) Anne H. Chow 02) Craig Cuffie 03) Donald J. McNamara 04) Nancy Phillips 05) Efrain Rivera 06) Derek C.M. van Bever 07) Paul S. Walker 08) Robert A. Whitman The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Advisory vote on approval of executive compensation. 3. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2026. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 0 0 0 0 0 0 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000686343_1 R2.09.05.010
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com FRANKLIN COVEY CO. Annual Meeting of Shareholders January 23, 2026 8:30 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints Jessica G. Betjemann and A. Derek Hatch or either of them as proxy, with full power of substitution, to vote, as designated below, all shares of Common Stock of Franklin Covey Co. (the Company), which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company (the Annual Meeting) to be held in the Hyrum Smith Training Room at 13907 South Minuteman Dr., Suite 500, Draper, UT 84020, on January 23, 2026 at 8:30 a.m., local time, or any adjournment(s) thereof. This proxy is solicited on behalf of the Board of Directors of the Company. This proxy, when properly executed and returned in a timely manner, will be voted as specified. If no instructions are specified, this proxy will be voted "FOR" all nominees listed in Proposal 1, "FOR" Proposals 2 and 3, and in accordance with the judgment of the persons named as proxy herein on any other matters that may properly come before the Annual Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side 0000686343_2 R2.09.05.010
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