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You are cordially invited to attend the Annual Meeting of Shar eholder s of Franklin Covey Co. (the “Company”), which will be held on Friday, January 12, 2001 at 11:00 a.m., at the Hyrum W. Smith Auditorium, 2200 West Parkway Boulevard, Salt Lake City, Utah 84119-2331 (the “Annual Meeting”), for the following purposes: 

(I) To elect four directors of the Company, each to serve a ter m of three years expiring at the annual meeting of shareholders of the Company to be held follo wing the end of fiscal year 2003 and until their respective successors shall be duly elected and shall qualify; 

(II) To consider and vote upon a proposal to ratify the approv ed performance award for the chief executive officer of the Company to qualify such com pensation under Section 162(m) of the Internal Revenue Code of 1986; 

(III) To consider and vote upon a proposal to ratify the amendment of the Company’s Employee Stock Purchase Plan to extend the term of the plan to August 31, 2004 and to increase the maximum number of the Compan y’s Common Stock subject to the plan by 1,000,000 shares; 

(IV) To consider and vote upon a proposal to ratify the appointment of Arthur Andersen LLP as independent auditor of the Com pany for the fiscal year ending August 31, 2001; and 

(V) To transact such other business as may properly come bef ore the Annual Meeting or at any adjournment or postponement thereof. 

The Board of Directors has fixed the close of business on November 17, 2000, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. 

All shareholders are urged to attend the meeting. 

By Order of the Board of Directors 

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## Important 

Whether or not you expect to attend the Annual Meeting in person, to assure that your shares will be represented, please promptly complete, date, sign and return the enclosed proxy without delay in t he enclosed envelope, which requires no additional postage if mailed in the United St ates. Your proxy will not be used it you are present at the Annual Meeting and desire to vote your shares personally. 

## Pr oxy Statement 

