Scholastic (SCHL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 18, 2024, with voting on director elections for both Class A and Common Stock holders.

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

• Only shareholders of record as of July 25, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Class A Stockholders will elect eight directors; Common Stockholders will elect three directors.

• Board recommends voting FOR all nominees.

• No other proposals or business are currently anticipated for the meeting.

• Shareholder proposals for the 2025 meeting must be submitted by April 11, 2025.

Board of directors and corporate governance

• Board set at eleven directors, with recent appointments to fill vacancies.

• Board diversity matrix shows gender and ethnic diversity among directors.

• Five standing committees: Audit, Executive, HRCC, Nominating and Governance, and Technology, Data and Supply Chain.

• Majority of directors are independent; Lead Independent Director receives additional retainer.

• Annual self-assessment and formal stock ownership guidelines for directors implemented.