UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Scholastic Corporation (the “Company”) held its annual meeting of stockholders on September 20, 2023. 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 | ||||||||||
| Iole Lucchese |
1,656,200 | 0 | 0 | |||||||||
| Andrés Alonso |
1,656,200 | 0 | 0 | |||||||||
| Robert Dumont |
1,656,200 | 0 | 0 | |||||||||
| Linda Li |
1,656,200 | 0 | 0 | |||||||||
| Verdell Walker |
1,656,200 | 0 | 0 | |||||||||
| Peter Warwick |
1,656,200 | 0 | 0 | |||||||||
| David J. Young |
1,656,200 | 0 | 0 | |||||||||
| 2. | Advisory vote for the approval of fiscal 2023 compensation awarded to the Registrant’s Named Executive Officers as set forth in the proxy statement for the annual meeting. |
| For |
Against |
Abstain | ||
| 1,656,200 |
0 | 0 |
| 3. | Advisory vote on the frequency of a stockholder advisory vote regarding the compensation awarded to Named Executive Officers. |
| One Year |
Two Years |
Three Years |
Abstain | |||
| 0 |
0 | 1,656,200 | 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 | |||||||||||||
| James W. Barge |
15,397,112 | 0 | 11,225,798 | 0 | ||||||||||||
| John L. Davies |
25,855,759 | 0 | 767,151 | 0 | ||||||||||||
In light of the results of the advisory vote on the frequency of a stockholder advisory vote regarding the compensation awarded to Named Executive Officers, the Company intends to continue to submit Named Executive Compensation to the Class A Stockholders for an advisory vote every three years. The next stockholder advisory vote on Named Executive Compensation is expected to take place at the annual meeting of stockholders to be held in September 2026.
SIGNATURE(S)
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 25, 2023 | By: | /s/ Andrew S. Hedden | ||||
| Andrew S. Hedden | ||||||
| Executive Vice President and General Counsel | ||||||