Scholastic (SCHL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 17, 2025, with both Class A and Common Stockholders voting on director elections and key plan amendments.

• Proposals include electing eight directors (Class A) and three directors (Common), amending the 2017 Outside Director's Stock Incentive Plan, and amending the Management Stock Purchase Plan.

• Proxy materials are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Class A Stockholders to vote on eight directors, Amendment No. 1 to the 2017 Outside Director's Stock Incentive Plan, and Amendment No. 2 to the Management Stock Purchase Plan.

• Common Stockholders to vote on three directors.

• Proposals to increase shares available under both the Outside Director's Plan and the Management Stock Purchase Plan by 100,000 shares each.

• Board recommends approval of all proposals.

Board of directors and corporate governance

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

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

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

• Majority of directors are independent; Lead Independent Director role established.

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