Houghton Mifflin Harcourt (HMHC) 8-K Submission of Matters to a Vote of Security Holders

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 14, 2014 (May 13, 2014)

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.)

222 Berkeley Street Boston, MA	02116
(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 the Form 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 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))

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

On May 13, 2014, Houghton Mifflin Harcourt Company (the “Company”) held its 2014 annual meeting of stockholders (the “Annual Meeting”).

The following items were voted upon by stockholders at the Annual Meeting:

1. Each of the board of directors’ nominees for director was elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth below:

Nominee	For		Against		Abstain		Broker Non-Votes
Linda K. Zecher		100,175,565		1,112		1,503		1,525,704
Lawrence K. Fish		100,153,483		23,792		905		1,525,704
John R. McKernan, Jr.		100,176,063		1,212		905		1,525,704
John F. Killian		100,176,025		1,212		943		1,525,704
L. Gordon Crovitz		100,153,571		23,704		905		1,525,704
Sheru Chowdhry		98,211,711		1,958,764		7,705		1,525,704
Jill A. Greenthal		98,284,288		1,892,987		905		1,525,704
E. Rogers Novak, Jr.		100,153,771		23,504		905		1,525,704
Jonathan F. Miller		100,153,983		23,292		905		1,525,704

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
	100,169,828		7,314		1,038		1,525,704

3. The recommended frequency of advisory votes on executive compensation was every year, by the votes set forth below:

Every Year		Every Two Years		Every Three Years		Abstain		Broker Non-Votes
	97,311,158		864,199		1,997,184		5,639		1,525,704

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In light of the foregoing, the Company currently intends to hold annual advisory votes on executive compensation until the next required vote regarding the frequency of such votes.

4. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, was ratified, by the votes set forth below:

For		Against		Abstain		Broker Non-Votes
	101,673,814		27,906		2,164		0

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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
By:	/s/ Michael Dolan
Name:	Michael Dolan
Title:	Senior Vice President and Corporate Controller

Dated: May 14, 2014

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