Scholastic (SCHL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 17, 2025, with voting on director elections and amendments to equity plans.

• Voting open to Class A and Common Stockholders as of July 23, 2025, with separate director slates for each class.

• Proposals include amendments to the 2017 Outside Director's Stock Incentive Plan and the Management Stock Purchase Plan, each increasing available shares by 100,000.

• Proxy materials and annual report are available online, with multiple voting methods provided.

Voting matters and shareholder proposals

• Class A Stockholders to elect eight directors and vote on amendments to two equity plans.

• Common Stockholders to elect three directors.

• Proposals 2 and 3 seek to increase share reserves for director and management equity plans.

• Shareholder proposals for the 2026 meeting must be received by April 9, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board set at eleven members, with recent resignations and appointments to fill vacancies.

• Board composition is diverse in gender, background, and expertise, including publishing, education, finance, and technology.

• All standing committees (Audit, HRCC, Nominating and Governance, Technology/Data/Supply Chain) are composed of independent directors.

• Board leadership includes a Lead Independent Director and regular executive sessions.

• Annual self-assessment and director stock ownership guidelines in place.