0000950142-16-003777.txt : 20160520 0000950142-16-003777.hdr.sgml : 20160520 20160520172128 ACCESSION NUMBER: 0000950142-16-003777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160520 DATE AS OF CHANGE: 20160520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Houghton Mifflin Harcourt Co CENTRAL INDEX KEY: 0001580156 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 271566372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36166 FILM NUMBER: 161667261 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-351-5000 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: HMH Holdings (Delaware), Inc. DATE OF NAME CHANGE: 20130626 8-K 1 eh1600621_8k.htm FORM 8-K
 
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 17, 2016


HOUGHTON MIFFLIN HARCOURT COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-36166
(Commission File No.)
27-1566372
(IRS Employer
Identification No.)

222 Berkeley Street
Boston, MA
(Address of principal executive offices)
 
02116
(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 (see General 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 17, 2016, Houghton Mifflin Harcourt Company (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”).
The following items were voted upon by stockholders at the Annual Meeting:
1.            Each of the director nominees was elected to serve until the next annual meeting of stockholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
The votes for the election of directors are set forth below:
Nominee
For
Withhold
Broker Non-Votes
L. Gordon Crovitz
109,524,031
741,708
5,709,611
Lawrence K. Fish
109,487,742
777,997
5,709,611
Jill A. Greenthal
109,493,011
772,728
5,709,611
John F. Killian
109,495,692
770,047
5,709,611
John R. McKernan, Jr.
109,527,036
738,703
5,709,611
E. Rogers Novak, Jr.
109,523,148
742,591
5,709,611
Linda K. Zecher
109,519,902
745,837
5,709,611


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
109,362,498
723,012
180,229
5,709,611


3.            The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified, by the votes set forth below:

For
Against
Abstain
Broker Non-Votes
115,576,151
243,816
155,383
0
 
 
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 20, 2016