STOCK TITAN

Scholastic details 2026 shareholder vote results

Scholastic’s 2026 annual meeting elected all nominated directors for both Class A and common shareholders, with no votes cast against any nominee.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

SCHOLASTIC CORP (SCHL) reported the voting results from its annual meeting of stockholders held on September 16, 2026. Holders of Class A Stock elected eight directors, with each nominee receiving 828,100 votes for and no votes against or withheld. Holders of Common Stock elected three directors, including Milena Alberti with 9,873,014 votes for and 5,158,459 votes withheld, James W. Barge with 7,553,279 votes for and 7,478,194 votes withheld, and Anne Clarke Wolff with 9,983,256 votes for and 5,048,217 votes withheld. The agenda also included an item on fiscal 2026 compensation for Scholastic’s named executive officers.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing identifies a vote on fiscal 2026 compensation for named executive officers but reports no tally or approval outcome, so it does not establish that the compensation was approved.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Annual meeting date September 16, 2026 Date of Scholastic Corporation’s 2026 annual meeting of stockholders
Votes for each Class A director nominee 828,100 votes for Each of the eight Class A Board nominees received 828,100 votes for and none against or withheld
Votes for Milena Alberti (Common Stock) 9,873,014 votes for; 5,158,459 withheld Election as director by holders of Common Stock
Votes for James W. Barge (Common Stock) 7,553,279 votes for; 7,478,194 withheld Election as director by holders of Common Stock
Votes for Anne Clarke Wolff (Common Stock) 9,983,256 votes for; 5,048,217 withheld Election as director by holders of Common Stock
broker non-votes regulatory
"The shares of Class A Stock are not held through brokers and, accordingly, broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Section 12(b) regulatory
"Securities registered pursuant to Section 12(b) of the Act"
Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SCHL report in this Form 8-K?

Scholastic Corporation reported final voting results from its September 16, 2026 annual meeting of stockholders, including the election of directors by holders of both Class A Stock and Common Stock and an advisory vote on fiscal 2026 executive compensation.

When was Scholastic Corporation’s 2026 annual meeting held?

The annual meeting of stockholders for Scholastic Corporation (SCHL) was held on September 16, 2026. The company disclosed the detailed vote counts for the matters presented to stockholders at that meeting.

How did Class A stockholders of SCHL vote on director elections?

Holders of Class A Stock elected eight directors, and each nominee—Andrés Alonso, Robert Dumont, Alix Guerrier, Kaya Henderson, Linda Li, Iole Lucchese, Verdell Walker, and Peter Warwick—received 828,100 votes for, with no votes against and no votes withheld.

What were the SCHL common stock vote results for Milena Alberti?

For Common Stock, nominee Milena Alberti received 9,873,014 votes for and 5,158,459 votes withheld, with no votes reported against and no broker non-votes listed for her election.

What were the SCHL common stock vote results for Anne Clarke Wolff?

Nominee Anne Clarke Wolff received 9,983,256 votes for and 5,048,217 votes withheld from holders of Common Stock, with no votes reported against and no broker non-votes shown for her election.

Did the SCHL filing mention executive compensation voting?

Yes. The filing states that holders of Class A Stock considered approval of fiscal 2026 compensation paid to Scholastic’s named executive officers as one of the matters voted upon at the annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false000086672900008667292026-09-162026-09-16

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2026

 

 

SCHOLASTIC CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-19860

13-3385513

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

557 Broadway

 

New York, New York

 

10012

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 343-6100

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.01 par value

 

SCHL

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

Scholastic Corporation (the “Company”) held its annual meeting of stockholders on September 16, 2026. The final results of voting on each of the matters submitted to a vote of the security holders at the meeting are as follows:

Matters Voted Upon by Holders of Class A Stock

1.
Nominees for Election to Board of Directors

 

For

Against

Withheld

Andrés Alonso

828,100

0

  0

Robert Dumont

828,100

0

0

Alix Guerrier

828,100

0

0

Kaya Henderson

828,100

0

0

Linda Li

828,100

0

0

Iole Lucchese

828,100

0

0

Verdell Walker

828,100

0

0

Peter Warwick

828,100

0

0

2.
Approval of Fiscal 2026 compensation paid to Scholastic Named Executive Officers

For

Against

Abstain

 

828,100

0

0

 

 

 

The shares of Class A Stock are not held through brokers and, accordingly, broker non-votes are not applicable.


 

Matters Voted Upon by Holders of Common Stock

1.
Nominees for Election to Board of Directors.

 

 

For

Against

Withheld

Broker Non-Vote

Milena Alberti

9,873,014

0

5,158,459

0

James W. Barge

7,553,279

0

7,478,194

0

Anne Clarke Wolff

9,983,256

0

5,048,217

0




 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SCHOLASTIC CORPORATION

 

 

 

 

Date:

September 21, 2026

By:

/s/ Chris Lick

 

 

 

Chris Lick
Executive Vice President,
General Counsel and Secretary

 


Filing Exhibits & Attachments

1 document

Keep reading