Houghton Mifflin Harcourt Co false 0001580156 0001580156 2020-05-19 2020-05-19

 

 

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

2

 

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

 

Amended and Restated 2015 Omnibus Incentive Plan

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

 

 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: May 22, 2020

By:

 

/s/ William F. Bayers

 

Name:

 

William F. Bayers

 

Title:

 

Executive Vice President, Secretary and  

General Counsel

 

 

4

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