Election of Directors 63 Franklin Covey 2000 Annual Report Harvard Business School. He also served as Senior Associate Dean responsible for faculty hiring and planning. Dr. Wheelwright has also taught at Stanford University’s Graduate School of Business and has authored several texts presenting concepts and tools proven effective in product and process development.  Robert A. Whitman, 47, has been a director of the Company since May 1997 and has served as Chairman of the Board of Directors since June 1999 and Chief Execu- tive Officer of the Company since July 1999. Mr. Whitman served as a director of Covey from 1994 to 1997. Prior to joining the Company, Mr. Whitman served as president and co-chief executive officer of the Hampstead Group L.L.C., a privately-held equity investment firm based in Dallas, Texas, from 1992 to 2000. Mr. Whitman received his Bachelor of Arts degree in Finance from the Univer- sity of Utah and his MBA from Harvard Business School.  In addition to the directors to be elected at the Annual Meeting, the directors named below will continue to serve their respective terms of office as indicated. Stephen M. R. Covey, Robert H. Daines, E. J. “Jake” Garn and Donald J. McNamara are currently serving terms which expire at the annual meeting of the Company’s share- holders to be held following the end of fiscal year 2001. Stephen R. Covey, Dennis G. Heiner, Brian A. Krisak and Hyrum W. Smith are currently serving terms which expire at the annual meeting of the Company’s shareholders to be held following the end of fiscal year 2002. Brief statements setting forth certain biographical information concerning each continuing director appear below. Stephen M. R. Covey, 38, has been Executive Vice President of the Company since May 1997 responsible for Organizational Solutions. From 1994 to 1997,  Mr. Covey served as President and Chief Executive Officer of Covey. Mr. Covey joined Covey in 1989, serving in various capacities prior to his appointment as President and Chief Executive Officer, including Vice President of Client Services Group, Vice President of Corporate Development, and Managing Consultant.  Mr. Covey earned an MBA from Harvard Business School and has professional work experience in different industries, including real estate development with Trammell Crow Company in Dallas, Texas. Mr. Covey is the son of Stephen R. Covey, Vice-Chairman of the Board of Directors. Mr. Covey’s term as a director expires in 2001. At the Annual Meeting, three directors of the Company are to be elected to serve three-year terms expiring at the annual meeting of shareholders to be held following the end of fiscal year 2003 and until their successors shall be duly elected and qualified. If any of the nominees should be unavailable to serve, which is not now anticipated, the proxies solicited hereby will be voted for such other persons as shall be designated by the present Board of Directors. The four nominees receiving the highest number of votes at the Annual Meeting will be elected. Certain information with respect to the nominees is set forth below. Joel C. Peterson, 53, has been a director of the Company since May 1997. Mr. Peterson served as a director of Covey Leadership Center (“Covey”) from 1993 to 1997 and as Vice Chairman of Covey from 1994 to 1997.  Mr. Peterson is also chairman of Peterson Ventures, Inc., a privately-held equity investment firm and is chairman of the board of directors for Essex Capital, a real estate development and management company. Mr. Peterson also serves on the boards of directors of Road Rescue, Dermody Properties, AccuDocs, JetBlue and Bay Logics, Inc. Mr. Peterson earned his MBA from Harvard Business School.  E. Kay Stepp, 55, has been a director of the Company since May 1997. Ms. Stepp served as a director of Covey from 1992 to 1997. Ms. Stepp is the former president and chief operating officer of Portland General Electric, an electric utility, and former chairman of the board of Gardenburger, Inc. (NASDAQ). Ms. Stepp is also cur- rently a director of StanCorp Financial Group (NYSE), Planar Systems, Inc. (NASDAQ), and is a founding director of the Bank of the Northwest. She is a former director of the Federal Reserve Bank of San Francisco. She received her Bachelor of Arts degree from Stanford University and a Master in Arts in Management from the University of Portland and attended the Stanford Executive Program.  Steven C. Wheelwright, 57, has been a director of the Company since January 1999. Dr. Wheelwright is currently on a 3 year leave of absence from the Board of Directors residing in England as a mission president for the Church of Jesus Christ of Latter-day Saints. Prior to serving the mission, Dr. Wheelwright was the Edsel Bryant Ford Professor of Business Administration at ELECTION OF DIRECTORS Nominees for Election to the Board of Directors Directors Whose Terms of Office Continue