Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On September 30, 2020, the Board of Directors (the "Board") of Houghton Mifflin Harcourt Company (the "Company") approved the amendment and restatement of the Company's by-laws (the "Amended and Restated By-Laws"). The Amended and Restated By-Laws, which were effective upon adoption by the Board, include the following changes:





       •  Clarifying the process by which written stockholder consents can be
          signed and delivered by electronic means, in accordance with recent
          changes to the General Corporation Law of the State of Delaware (the
          "DGCL") (Section 2.13);


       •  Adding provisions for special notice and quorum requirements for Board
          meetings during an emergency situation of the type described in Section
          110(a) of the DGCL, and limiting the liability of directors acting
          pursuant to such provisions to willful misconduct (Section 3.18); and


       •  Clarifying that the exclusive forum provision does not apply to claims
          for which the federal courts have exclusive jurisdiction (Section 6.9).

The foregoing description of the Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.   Description


3.1       Amended and Restated By-Laws of the Registrant, effective September 30,
        2020  .
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).







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