McGraw Hill (MH) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on August 11, 2026, with stockholders voting on four key proposals.

• Platinum Equity retains 86.4% voting power, making the company a "controlled company" under NYSE rules and exempt from certain governance requirements.

• The Board consists of 11 members, with recent leadership transitions including the appointment of Philip Moyer as CEO and Simon Allen as Chair.

• Proxy materials and the annual report are available online, and stockholders are encouraged to vote via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Four proposals: election of four Class I directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of Ernst & Young LLP as auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, ONE YEAR for say-on-pay frequency, and FOR auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by February 25, 2027, with specific nomination procedures outlined.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; Class I up for election in 2026.

• Majority of directors are affiliated with Platinum; only three are considered independent.

• Board leadership roles are separated, with Simon Allen as Chair and Philip Moyer as CEO.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, with varying independence requirements due to controlled company status.

• Directors are subject to stock ownership guidelines and annual self-assessment.