McGraw Hill (MH) Proxy filing summary

Executive summary

• Annual meeting scheduled for August 11, 2026, to be held virtually for shareholders of record as of June 15, 2026.

• Proxy materials, including the notice, proxy statement, and annual report, are available online, with paper copies available upon request.

Voting matters and shareholder proposals

• Election of four Class I directors for a three-year term is up for vote.

• Advisory vote on executive compensation is proposed.

• Advisory vote on the frequency of future say-on-pay votes is included.

• Ratification of Ernst & Young LLP as the independent auditor for Fiscal Year 2027 is on the agenda.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for the proposed resolutions.

• Nominees for Class I directors are Simon Allen, Mary Ann Sigler, Guhan Subramanian, and Eric Worley.