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): March 1, 2018
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 the Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 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 March 1, 2018, the Board of Directors (the “Board”) of Houghton Mifflin Harcourt Company (the “Company”) increased the number of directors comprising the Board from nine to ten members and appointed Jean S. Desravines to the Board to fill the vacancy created thereby, all effective immediately. The Board determined that Mr. Desravines is an independent director under Nasdaq rules and appointed him to serve on the Audit Committee of the Board.
Mr. Desravines will receive standardnon-employee director compensation (prorated for the length of his service during the current Board term) under the Company’snon-employee director compensation program as described under the section entitled “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2017. He will also be eligible to participate in the Company’snon-employee director deferred compensation plan, which was previously filed as Exhibit 10.50 to the Company’s Annual Report on Form10-K filed with the SEC on February 25, 2016.
In connection with his appointment to the Board, the Company intends to enter into an indemnification agreement with Mr. Desravines in substantially the form of indemnification agreement entered into by the Company with its other directors, which form of agreement was previously filed with the SEC as Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on FormS-1.
On March 5, 2018, the Company issued a press release announcing the appointment of Mr. Desravines, a copy of which is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of Houghton Mifflin Harcourt Company dated March 5, 2018 | |
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.
| Dated: March 5, 2018 | HOUGHTON MIFFLIN HARCOURT COMPANY | |||||
| By: | /s/ Michael Dolan | |||||
| Name: | Michael Dolan | |||||
| Title: | Senior Vice President and Corporate Controller | |||||