UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 11, 2019
HOUGHTON MIFFLIN HARCOURT COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-36166 | 27-1566372 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||
125 High Street Boston, MA | 02110 | |||
(Address of principal executive offices) | (Zip Code) |
(617)351-5000
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which | ||
Common Stock, $0.01 par value | HMHC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 17, 2019, Houghton Mifflin Harcourt Company (the “Company”) announced that Rosamund Else-Mitchell, the Company’s Executive Vice President and Chief Learning Officer, will be leaving the Company effective June 28, 2019. In connection with her pending departure, Ms. Else-Mitchell entered into a letter agreement with the Company on June 11, 2019 (the “Letter Agreement”) providing that, among other things and subject to certain terms and conditions, the Company will (i) pay Ms. Else-Mitchell $525,000, which is an amount equal to her current annual base salary, less required withholdings and deductions in accordance with the Company’s normal payroll schedule and practice and (ii) waive the requirement that Ms. Else-Mitchell reimburse the Company for relocation expenses paid by the Company in 2018. The Letter Agreement does not modify the terms of any of Ms. Else-Mitchell’s outstanding equity awards, and such equity awards will continue to be governed by the applicable plan documents and award agreements. The Letter Agreement also provides for a release of certain claims by Ms. Else-Mitchell against the Company, mutualnon-disparagement obligations, certain confidentiality requirements, andnon-competition andnon-solicitation restrictions for a period of 12 months.
Item 7.01. | Regulation FD Disclosure. |
On June 17, 2019, the Company posted on its corporate website, at https://www.hmhco.com/about-us/press-releases/hmh-statement-06-17-19, a statement related to Ms. Else-Mitchell’s pending departure.
SIGNATURES
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.
HOUGHTON MIFFLIN HARCOURT COMPANY | ||||||
Dated: June 17, 2019 | By: | /s/ William F. Bayers | ||||
Name: | William F. Bayers | |||||
Title: | Executive Vice President, Secretary and General Counsel |