Notice of Annual Meeting of Shareholders 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:  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  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 Robert A. Whitman Chairman of the Board November 30, 2000 (V) To transact such other business as may properly come bef ore  the Annual Meeting or at any adjournment or postponement thereof. (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 (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; (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; (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; Important