UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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): May 19, 2020
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $0.01 par value |
| HMHC |
| The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Rule 12b-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 May 19, 2020, Houghton Mifflin Harcourt Company (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.
The description of the 2015 Plan contained on pages 68 to 77 of the Company’s Proxy Statement for the Annual Meeting https://www.sec.gov/Archives/edgar/data/1580156/000156459020013402/hmhc-def14a_20200519.htm, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2020, and the additional information regarding the 2015 Plan contained in the Company’s supplement to the Proxy Statement for the Annual Meeting
https://www.sec.gov/Archives/edgar/data/1580156/000156459020019190/hmhc-defa14a_20200428.htm , filed with the SEC on April 28, 2020, are each incorporated herein by reference. A complete copy of the 2015 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’ stockholders voted on the following proposals:
1. Each of the director nominees was elected to serve until the Company’s next annual meeting of stockholders and until their successors are elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal.
The votes for the election of directors are set forth below:
Nominee |
| For |
| Withhold |
| Broker Non-Votes |
Daniel Allen |
| 110,491,815 |
| 1,614,962 |
| 4,454,424 |
L. Gordon Crovitz |
| 110,785,077 |
| 1,321,700 |
| 4,454,424 |
Jean S. Desravines |
| 110,496,094 |
| 1,610,683 |
| 4,454,424 |
Lawrence K. Fish |
| 96,919,263 |
| 15,187,514 |
| 4,454,424 |
Jill A. Greenthal |
| 110,324,332 |
| 1,782,445 |
| 4,454,424 |
John F. Killian |
| 110,193,384 |
| 1,913,393 |
| 4,454,424 |
John J. Lynch, Jr. |
| 111,071,427 |
| 1,035,350 |
| 4,454,424 |
John R. McKernan, Jr. |
| 109,845,184 |
| 2,261,593 |
| 4,454,424 |
Tracey D. Weber |
| 110,494,910 |
| 1,611,867 |
| 4,454,424 |
2. The compensation of the Company’s named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:
|
|
|
|
|
|
|
For |
| Against |
| Abstain |
| Broker Non-Votes |
103,231,221 |
| 8,848,893 |
| 26,663 |
| 4,454,424 |
3. The recommended frequency of non-binding, advisory votes regarding the compensation of the Compensation’s named executive officers was every year, by the votes set forth below:
|
|
|
|
|
|
|
|
|
Every Year |
| Every Two Years |
| Every Three Years |
| Abstain |
| Broker Non-Votes |
105,410,151 |
| 217,111 |
| 6,474,510 |
| 5,005 |
| 4,454,424 |
After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.
4. The adoption of the Company’s Amended and Restated 2015 Omnibus Incentive Plan was approved, by the votes set forth below:
|
|
|
|
|
|
|
For |
| Against |
| Abstain |
| Broker Non-Votes |
107,558,999 |
| 4,511,133 |
| 36,645 |
| 4,454,424 |
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5. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, was ratified, by the votes set forth below:
|
|
|
|
|
|
For |
| Against |
| Abstain |
|
116,235,341 |
| 318,515 |
| 7,345 |
|
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
Exhibit No. |
| Description |
|
| |
99.1 |
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | ||
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|
| |
Dated: May 22, 2020 | By: |
| /s/ William F. Bayers |
| Name: |
| William F. Bayers |
| Title: |
| Executive Vice President, Secretary and General Counsel |
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