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, 2021
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 14, 2020, Houghton Mifflin Harcourt Company (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated Employee Stock Purchase Plan (the “Amended and Restated ESPP”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval.
The description of the Amended and Restated ESPP contained on pages 68 to 74 of the Company’s Proxy Statement for the Annual Meeting https://www.sec.gov/Archives/edgar/data/0001580156/000156459021014566/hmhc-def14a_20210514.htm , filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2021, is incorporated herein by reference. A complete copy of the Amended and Restated ESPP 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 |
Jean-Claude Brizard | | 99,843,530 | | 449,046 | | 12,939,775 |
L. Gordon Crovitz | | 95,771,962 | | 4,520,613 | | 12,939,775 |
Jean S. Desravines | | 98,784,551 | | 1,508,024 | | 12,939,775 |
Lawrence K. Fish | | 94,717,715 | | 5,574,860 | | 12,939,775 |
Jill A. Greenthal | | 95,754,132 | | 4,538,443 | | 12,939,775 |
John F. Killian | | 98,833,624 | | 1,458,951 | | 12,939,775 |
John J. Lynch, Jr. | | 99,244,497 | | 1,048,079 | | 12,939,775 |
John R. McKernan, Jr. | | 94,577,165 | | 5,715,410 | | 12,939,775 |
Tracey D. Weber | | 98,790,044 | | 1,502,531 | | 12,939,775 |
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 |
98,287,877 | | 1,858,997 | | 145,701 | | 12,939,775 |
3. The adoption of the Company’s Amended and Restated Employee Stock Purchase Plan was approved, by the votes set forth below:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
100,141,142 | | 122,929 | | 28,504 | | 12,939,775 |
5. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, was ratified, by the votes set forth below:
| | | | | |
For | | Against | | Abstain | |
112,950,898 | | 248,541 | | 32,912 | |
Item 9.01 Financial Statements and Exhibits
2
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/ William F. Bayers |
| Name: | | William F. Bayers |
| Title: | | Executive Vice President, Secretary and General Counsel |
Dated: May 19, 2021
3
