Educational Development (EDUC) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 8, 2026, at the corporate offices in Tulsa, Oklahoma, with shareholders of record as of May 19, 2026, eligible to vote.

• Shareholders can vote in person, by mail, phone, or online, with cumulative voting authorized for director elections.

• Proxy materials and annual report are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring in 2029.

• Ratification of HoganTaylor LLP as independent registered public accounting firm for fiscal year ending February 28, 2027.

• Advisory vote to approve compensation of Named Executive Officers.

• Shareholder proposals for the 2026 meeting must be submitted by March 3, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of five directors divided into three classes, with a majority being independent per NASDAQ standards.

• Board leadership includes an executive chairman and a lead independent director.

• Committees (Audit, Compensation, Nominating/Governance) are fully independent and governed by written charters.

• Annual board and committee self-evaluations are conducted, and a Code of Conduct and Ethics applies to all directors and officers.

• Board diversity matrix provided, with two female and three male directors.