[8-K] SCHOLASTIC CORP Reports Material Event

Rhea-AI Filing Summary

Scholastic Corporation held its annual meeting of stockholders on September 17, 2025. Class A stockholders approved an amendment to the Company’s Management Stock Purchase Plan to increase the number of shares available for grant by 100,000 shares, raising the plan’s total authorized amount to 700,000 shares. The 2008 Management Stock Purchase Plan, as amended, is described in the Company’s definitive proxy statement on Amendment No. 1 to Schedule 14A filed August 8, 2025, and the full text of Amendment No. 2 is attached as Appendix B to that proxy filing. The report also begins to disclose final voting results under Item 5.07 but the detailed vote tallies are not included in the provided text.

Positive

• Share authorization increased by 100,000 shares for the Management Stock Purchase Plan, raising total authorized grants to 700,000 shares
• Amendment text and detailed description are filed and available via the Definitive Proxy Statement and Appendix B, allowing investors to review full terms

Negative

• None.

Insights

Compensation Specialist

TL;DR: Share reserve increased by 100,000 to support executive and management awards; full plan text is filed in the proxy.

The amendment increases the pool under the Management Stock Purchase Plan from 600,000 to 700,000 shares as reflected in the Annual Meeting vote on September 17, 2025. The company points readers to the Definitive Proxy Statement filed August 8, 2025 and Appendix B for the complete Amendment No. 2 language. The disclosure is procedural and describes the action taken and where the full plan document can be reviewed; no award activity, vesting schedules, or grant timing are included in the provided content.

Corporate Governance Expert

TL;DR: Board received shareholder approval to amend the management equity plan; supporting documents are incorporated by reference.

The filing documents shareholder approval at the Annual Meeting for Amendment No. 2 to the Scholastic Management Stock Purchase Plan and cites the Definitive Proxy Statement (Amendment No. 1 to Schedule 14A) for descriptive detail and Appendix B for the amendment text. The Item 5.07 section references final voting results but the specific vote counts are not present in the excerpt provided. The disclosure follows customary SEC practice of incorporating proxy materials by reference.

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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 17, 2025

 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)

(212) 343-6100

(Registrant’s telephone number, including area code)

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(b) 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			Name of each exchange on which registered
Common Stock, par value $0.01			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.     ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 17, 2025, Scholastic Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s Class A stockholders approved an amendment to the Company’s Management Stock Purchase Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 100,000 shares of common stock (up to a total authorization of 700,000 shares). A description of the 2008 Management Stock Purchase Plan, as amended, is set forth in the Company’s definitive proxy statement on Amendment No. 1 to Schedule 14A for the Annual Meeting, which was filed on August 8, 2025 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “PROPOSAL 3: APPROVAL OF AMENDMENT NO. 2 TO THE SCHOLASTIC CORPORATION MANAGEMENT STOCK PURCHASE PLAN”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 2 to the Scholastic Corporation Management Stock Purchase Plan, a copy of which is attached to the Definitive Proxy Statement as Appendix B.

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

The Company held its Annual Meeting on September 17, 2025. 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 Amendment No. 1 to the Scholastic Corporation Outside Director’s Stock Incentive Plan.

For			Against			Abstain
828,100			0			0

3. Approval of Amendment No. 2 to the Scholastic Corporation Management Stock Purchase Plan.

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-Votes
Milena Alberti			17,112,623			0			107,839			0
James W. Barge			9,212,518			0			8,007,944			0
Anne Clarke Wolff			17,109,120			0			111,342			0

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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 22, 2025						By:			/s/ Chris Lick
						Name:			Chris Lick
						Title:			Executive Vice President, General Counsel and Secretary

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FAQ

What action did SCHL shareholders approve at the September 17, 2025 Annual Meeting?

Shareholders approved an amendment to the Management Stock Purchase Plan to increase authorized grants by 100,000 shares, to a total of 700,000 shares.

Where can I find the full text of Amendment No. 2 to the Management Stock Purchase Plan?

The full text of Amendment No. 2 is attached as Appendix B to Scholastic's Definitive Proxy Statement (Amendment No. 1 to Schedule 14A) filed August 8, 2025.

Does the provided 8-K include the final vote counts for matters voted at the Annual Meeting?

The filing begins Item 5.07 noting final results were reported, but the provided content does not include the detailed vote tallies.

Which class of Scholastic stockholders approved the plan amendment?

The Company’s Class A stockholders approved the amendment to the Management Stock Purchase Plan.