SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
(b) (e) On September 23, 2020, Satbir Bedi, Executive Vice President and Chief Technology Officer of the Company, and the Company entered into a mutual agreement regarding the voluntary departure of Mr. Bedi from the Company in order to enable Mr. Bedi to pursue his personal interests. Pursuant to the agreement, Mr. Bedi will resign as Executive Vice President and Chief Technology Officer of the Company on December 31, 2020. During the period through December 31, 2020, Mr. Bedi will continue in his current position with his current responsibilities for leading Scholastic Technology Services (STS) and Operations, with a primary focus directed to transitioning his successor, when appointed, as head of STS, in the case of his responsibilities related to Technology, and, in the case of Operations, his current direct reports, in order to provide a smooth transition for these respective groups upon his leaving the Company. Mr. Bedi will also advise with respect to restructuring activities associated with the organizational transitions involved, including in the context of cost savings initiatives currently underway at the Company.
Under the material terms of the agreement, following the effective date of his resignation Mr. Bedi will receive a lump-sum cash payment in the amount of $1,206,313, subject to applicable tax withholding. He will also be entitled to continue his medical benefit coverage under the Company’s group medical plan for a one year period, with the Company paying the employer portion of such coverage and Mr. Bedi paying the employee share. Upon the effective date of his resignation, he will also be required to enter into the Company’s customary form of general release agreement. The agreement further provides that Mr. Bedi will be free to consult with and advise third parties on technology-related matters, provided such consulting activities do not interfere with the performance of his duties as described above and such activities do not involve any persons engaged in a business which is the same or substantially similar to the businesses carried on by the Company.
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.
| Date: September 28, 2020. |
SCHOLASTIC CORPORATION | |||||
| By: | /s/ Andrew S. Hedden | |||||
| Name: | Andrew S. Hedden | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||