Form 8-K

SCHOLASTIC CORPORATION

Date: September 22 , 2017

/s/Maureen O’Connell

Maureen O’Connell

Executive Vice President, Chief Financial Officer and Chief Administrative Officer

0001193125-17-291367.txt : 20170922 0001193125-17-291367.hdr.sgml : 20170922 20170922160203 ACCESSION NUMBER: 0001193125-17-291367 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170920 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170922 DATE AS OF CHANGE: 20170922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHOLASTIC CORP CENTRAL INDEX KEY: 0000866729 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 133385513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19860 FILM NUMBER: 171097681 BUSINESS ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 2123436100 MAIL ADDRESS: STREET 1: 555 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 8-K 1 d458190d8k.htm FORM 8-K Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 20, 2017

SCHOLASTIC CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE

000-19860

13-3385513

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

557 BROADWAY,

NEW YORK, NEW YORK

10012

(Address of Principal Executive Offices)

(Zip Code)

(212) 343-6100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Scholastic Corporation (the “Company”) held its annual meeting of stockholders on September 20, 2017. The final results of voting on each of the matters submitted to a vote of the security holders at the meeting are as follows:

Matters Voted Upon by Holders of Class A Stock

1.	Nominees for Election to Board of Directors


	For	Against	Withheld
Richard Robinson	1,656,200	0	0
Andrés Alonso	1,656,200	0	0
Marianne Caponnetto	1,656,200	0	0
Andrew S. Hedden	1,656,200	0	0
Peter Warwick	1,656,200	0	0
Margaret A. Williams	1,656,200	0	0
David J. Young	1,656,200	0	0

2.	Approval of the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan.


For	Against	Abstain
1,656,200	0	0

3.	Advisory vote for the approval of fiscal 2017 compensation awarded to the Registrant’s Named Executive Officers as set forth in the proxy statement for the annual meeting.


For	Against	Abstain
1,656,200	0	0

4.	Advisory vote on the frequency of a stockholder advisory vote regarding the compensation awarded to Named Executive Officers.


1 year	2 years	3 years	Abstain
0	0	1,656,200	0

The shares of Class A Stock are not held through brokers and, accordingly, broker non-votes are not applicable.

Matters Voted Upon by Holders of Common Stock

1.	Nominees for Election to Board of Directors.


	For	Against	Withheld	Broker Non-Vote
James W. Barge	26,462,994	0	3,764,382	0
John L. Davies	27,244,372	0	2,983,004	0

In light of the results of the advisory vote on the frequency of a stockholder advisory vote regarding the compensation awarded to Named Executive Officers, the Company intends to continue to submit Named Executive Compensation to the Class A Stockholders for an advisory vote every three years. The next stockholder advisory vote on Named Executive Compensation is expected to take place at the annual meeting of stockholders to be held in September 2020.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.