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): 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 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 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 standard non-employee director compensation (prorated for the length of his service during the current Board term) under the Company’s non-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’s non-employee director deferred compensation plan, which was previously filed as Exhibit 10.50 to the Company’s Annual Report on Form 10-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 Form S-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

EX-99.1

Exhibit 99.1

Houghton Mifflin Harcourt Appoints Jean S. Desravines to Board of Directors

BOSTON – March 05, 2018 – Global learning company Houghton Mifflin Harcourt (HMH) today announced that Jean S. Desravines, CEO of the national education nonprofit New Leaders, has been appointed to HMH’s board of directors. Desravines’ appointment brings the board’s membership to 10 directors.

“We are thrilled to welcome Jean to HMH’s board,” said Larry Fish, chairman of the board of directors, HMH. “A strategic change agent with more than 20 years of experience in the education nonprofit and public sectors, Jean’s expertise aligns well with HMH’s business.”

“Jean has demonstrated a commitment to developing transformational leaders in education—from principals to teachers—in order to provide all students with equal education opportunities and drive academic achievement,” said Jack Lynch, President and CEO, HMH. “We look forward to leveraging his experience and passion as HMH continues to focus on delivering integrated solutions to empower educators and improve student outcomes.”

In 2011, Desravines became CEO of New Leaders, a nonprofit organization that develops leaders for high-need schools in more than 20 cities and 15 states.

“I am honored to join HMH’s board,” said Jean Desravines. “I look forward to leveraging my own professional experience and passion for education to add value to HMH’s strategic direction.”

Prior to joining New Leaders, Desravines served in senior positions in the New York City Department of Education, including as senior counselor to Joel Klein, the chancellor of New York City’s public school system under Mayor Michael Bloomberg, and he was named to Forbes’ “Impact 30” list as one of the world’s leading social entrepreneurs.

About Houghton Mifflin Harcourt

Houghton Mifflin Harcourt (NASDAQ:HMHC) is a global learning company dedicated to changing people’s lives by fostering passionate, curious learners. As a leading provider of pre-K–12 education content, services, and cutting-edge technology solutions across a variety of media, HMH enables learning in a changing landscape. HMH is uniquely positioned to create engaging and effective educational content and experiences from early childhood to beyond the classroom. HMH serves more than 50 million students in over 150 countries worldwide, while its award-winning children’s books, novels, non-fiction, and reference titles are enjoyed by readers throughout the world. For more information, visit www.hmhco.com.

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Media Contact

Bianca Olson

SVP, Corporate Affairs

617-351-3841

bianca.olson@hmhco.com