Item 5.07 Submission of Matters to a Vote of Security Holders.

Franklin Covey Co. (the Company) held its Annual Meeting of Shareholders on Friday, January 24, 2020. For more information on the following proposals, refer to the Company's Proxy Statement filed with the Securities and Exchange Commission on December 19, 2019, the relevant portions of which are incorporated herein by reference. The matters voted on and the results of the votes are as follows:

1. The following nominees for Director were elected. Each person elected will


   serve until the next annual meeting of shareholders (except as discussed
   below) or until such person's successor is elected and qualified.



                          Number of Votes       Number of Votes Withheld        Broker
Nominee                      Cast For                                          Non-Votes
Anne H. Chow                     6,372,528                      3,616,746       3,215,887
Clayton M. Christensen           9,811,827                        177,447       3,215,887
Michael Fung                     9,966,720                         22,554       3,215,887
Dennis G. Heiner                 9,645,096                        344,178       3,215,887
Donald J. McNamara               9,925,862                         63,412       3,215,887
Joel C. Peterson                 9,911,262                         78,012       3,215,887
E. Kay Stepp                     9,719,758                        269,516       3,215,887
Derek C.M. van Bever             9,968,916                         20,358       3,215,887
Robert A. Whitman                9,859,727                        129,547       3,215,887

2. The advisory vote for the approval of executive compensation as described and


   presented in the Compensation Discussion and Analysis of the Company's Proxy
   Statement was approved with 9,967,624 votes in favor; 17,174 votes against;
   and 4,476 abstentions.  The number of broker non-votes was 3,215,887.

3. The ratification of the appointment of Deloitte & Touche, LLP as the Company's


   Independent Registered Public Accounting Firm for the fiscal year ending
   August 31, 2020 was approved with 13,187,818 votes cast in favor; 16,349 votes
   against; and 994 abstentions.  There were no broker non-votes for this
   proposal.


Item 8.01   Other Events

On January 23, 2020, Dr. Clayton M. Christensen, a member of the Company's Board of Directors passed away. The Company wishes to express its sincere appreciation to Dr. Christensen and his family for his service and valuable contributions to the Company and Board of Directors over the past 16 years.

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