Scholastic (SCHL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for September 16, 2026, with voting on director elections and executive compensation.

• Proxy materials available online, with voting accessible via internet, phone, or mail.

• Only holders of record as of July 24, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Class A Stockholders to elect eight directors and vote on executive compensation (say-on-pay).

• Common Stockholders to elect three directors.

• No other shareholder proposals or matters are scheduled for the meeting.

Board of directors and corporate governance

• Board set at eleven directors, with six women and five men, representing diverse backgrounds in publishing, education, finance, and technology.

• Board committees include Audit, HRCC, Nominating and Governance, Technology, Data and Supply Chain, and Executive.

• All committee members, except executive officers, are independent under NASDAQ standards.

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