Stock-Based Compensation	6 Months Ended
Feb. 28, 2022
Stock-Based Compensation [Abstract]
Stock-Based Compensation	NOTE 5 – STOCK-BASED COMPENSATION Our stock-based compensation was comprised of the following for the periods presented (in thousands): Quarter Ended Two Quarters Ended February 28, February 28, February 28, February 28, 2022 2021 2022 2021Long-term incentive awards$ 1,375 $ 1,368 $ 2,498 $ 2,314 Strive acquisition compensation 366 - 645 -Restricted stock awards 168 175 343 350 Employee stock purchase plan 60 56 117 93 Fully-vested share awards - - 15 - $ 1,969 $ 1,599 $ 3,618 $ 2,757 During the two quarters ended February 28, 2022, we issued 245,157 shares of our common stock under various stock-based compensation arrangements, including our employee stock purchase plan (ESPP). Our stock-based compensation plans also allow shares to be withheld to cover statutory income taxes if so elected by the award recipient. During the two quarters ended February 28, 2022, we withheld 86,125 shares of our common stock for taxes on stock-based compensation arrangements, which had a total fair value of $3.5 million. Adoption of the Franklin Covey Co. 2022 Omnibus Incentive Plan On January 14, 2022, our shareholders approved the Franklin Covey Co. 2022 Omnibus Incentive Plan (the 2022 Plan), which authorized an additional 1,000,000 shares of common stock for issuance as stock-based payments. A more detailed description of the 2022 Plan is set forth in our Definitive Proxy Statement filed with the SEC on December 15, 2021. Fiscal 2022 Long-Term Incentive Plan Award On February 4, 2022, the Compensation Committee granted a new LTIP award to our executive officers and members of senior management. The fiscal 2022 LTIP award has two tranches, one with a time-based vesting condition and one with a performance-based vesting condition as described below: Time-Based Award Shares – Twenty-five percent of the 2022 LTIP award shares vest to participants on August 31, 2024. The number of shares that may be earned by participants at the end of the service period totals 24,649 shares. The number of shares awarded in this tranche does not fluctuate based on the achievement of financial measures. Performance-Based Award Shares – The remaining shares of the fiscal 2022 LTIP award are earned based on the highest rolling four-quarter level of qualified adjusted earnings before interest, income taxes, depreciation, amortization, and certain other charges (Adjusted EBITDA) achieved in the three-year period ending August 31, 2024. The number of shares that will vest to participants for this tranche is variable and may be 50 percent of the award (minimum award threshold) or up to 200 percent of the participant’s award (maximum threshold) depending on the level of qualified Adjusted EBITDA achieved. The number of shares that may be earned for achieving 100 percent of the performance-based objective totals 73,929 shares. The maximum number of shares that may be awarded in connection with the performance-based tranche of the 2022 LTIP totals 147,840 shares. Fiscal 2022 Restricted Stock Award Our annual restricted stock award granted to non-employee members of the Board of Directors is administered under the terms of our omnibus incentive plans, and is designed to provide our non-employee directors, who are not eligible to participate in our employee stock purchase plan, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock. The annual award is granted in January (following the annual shareholders’ meeting) of each year. For the fiscal 2022 award, each eligible director received a whole-share grant equal to $110,000 with a one year vesting period. Our restricted stock award activity during the two quarters ended February 28, 2022 consisted of the following: Weighted-Average Grant Date Number of Fair Value Shares Per ShareRestricted stock awards at August 31, 2021 28,049 $ 24.96 Granted 13,260 49.78 Forfeited - -Vested (28,049) 24.96 Restricted stock awards at February 28, 2022 13,260 $ 49.78 Employee Stock Purchase Plan We have an employee stock purchase plan that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of each fiscal quarter. During the quarter and two quarters ended February 28, 2022, we issued 8,667 shares and 18,046 shares of our common stock to participants in the ESPP.

Stock-Based Compensation

6 Months Ended

Feb. 28, 2022

NOTE 5 – STOCK-BASED COMPENSATION Our stock-based compensation was comprised of the following for the periods presented (in thousands): Quarter Ended Two Quarters Ended February 28, February 28, February 28, February 28, 2022 2021 2022 2021Long-term incentive awards$ 1,375 $ 1,368 $ 2,498 $ 2,314 Strive acquisition compensation 366 - 645 -Restricted stock awards 168 175 343 350 Employee stock purchase plan 60 56 117 93 Fully-vested share awards - - 15 - $ 1,969 $ 1,599 $ 3,618 $ 2,757 During the two quarters ended February 28, 2022, we issued 245,157 shares of our common stock under various stock-based compensation arrangements, including our employee stock purchase plan (ESPP). Our stock-based compensation plans also allow shares to be withheld to cover statutory income taxes if so elected by the award recipient. During the two quarters ended February 28, 2022, we withheld 86,125 shares of our common stock for taxes on stock-based compensation arrangements, which had a total fair value of $3.5 million. Adoption of the Franklin Covey Co. 2022 Omnibus Incentive Plan On January 14, 2022, our shareholders approved the Franklin Covey Co. 2022 Omnibus Incentive Plan (the 2022 Plan), which authorized an additional 1,000,000 shares of common stock for issuance as stock-based payments. A more detailed description of the 2022 Plan is set forth in our Definitive Proxy Statement filed with the SEC on December 15, 2021. Fiscal 2022 Long-Term Incentive Plan Award On February 4, 2022, the Compensation Committee granted a new LTIP award to our executive officers and members of senior management. The fiscal 2022 LTIP award has two tranches, one with a time-based vesting condition and one with a performance-based vesting condition as described below: Time-Based Award Shares – Twenty-five percent of the 2022 LTIP award shares vest to participants on August 31, 2024. The number of shares that may be earned by participants at the end of the service period totals 24,649 shares. The number of shares awarded in this tranche does not fluctuate based on the achievement of financial measures. Performance-Based Award Shares – The remaining shares of the fiscal 2022 LTIP award are earned based on the highest rolling four-quarter level of qualified adjusted earnings before interest, income taxes, depreciation, amortization, and certain other charges (Adjusted EBITDA) achieved in the three-year period ending August 31, 2024. The number of shares that will vest to participants for this tranche is variable and may be 50 percent of the award (minimum award threshold) or up to 200 percent of the participant’s award (maximum threshold) depending on the level of qualified Adjusted EBITDA achieved. The number of shares that may be earned for achieving 100 percent of the performance-based objective totals 73,929 shares. The maximum number of shares that may be awarded in connection with the performance-based tranche of the 2022 LTIP totals 147,840 shares. Fiscal 2022 Restricted Stock Award Our annual restricted stock award granted to non-employee members of the Board of Directors is administered under the terms of our omnibus incentive plans, and is designed to provide our non-employee directors, who are not eligible to participate in our employee stock purchase plan, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock. The annual award is granted in January (following the annual shareholders’ meeting) of each year. For the fiscal 2022 award, each eligible director received a whole-share grant equal to $110,000 with a one year vesting period. Our restricted stock award activity during the two quarters ended February 28, 2022 consisted of the following: Weighted-Average Grant Date Number of Fair Value Shares Per ShareRestricted stock awards at August 31, 2021 28,049 $ 24.96 Granted 13,260 49.78 Forfeited - -Vested (28,049) 24.96 Restricted stock awards at February 28, 2022 13,260 $ 49.78 Employee Stock Purchase Plan We have an employee stock purchase plan that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of each fiscal quarter. During the quarter and two quarters ended February 28, 2022, we issued 8,667 shares and 18,046 shares of our common stock to participants in the ESPP.