ex24-08072024_080824.htm

0001415889-24-020888.txt : 20240807 0001415889-24-020888.hdr.sgml : 20240807 20240807160327 ACCESSION NUMBER: 0001415889-24-020888 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230816 FILED AS OF DATE: 20240807 DATE AS OF CHANGE: 20240807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Polcari Elizabeth CENTRAL INDEX KEY: 0002011781 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19860 FILM NUMBER: 241183506 MAIL ADDRESS: STREET 1: C/O LEGAL DEPT., SCHOLASTIC CORPORATION STREET 2: 557 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCHOLASTIC CORP CENTRAL INDEX KEY: 0000866729 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 133385513 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 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 3 1 form3-08072024_080823.xml X0206 3 2023-08-16 0 0000866729 SCHOLASTIC CORP SCHL 0002011781 Polcari Elizabeth C/O LEGAL DEPT., SCHOLASTIC CORP 557 BROADWAY NEW YORK NY 10012 false true false false EVP, PRESIDENT, EDUCATION SOL. Common Stock 26263 D Employee Stock Option (Right to Buy) 43.56 2025-09-21 Common Stock 5149 D Employee Stock Option (Right to Buy) 38.60 2027-09-19 Common Stock 8468 D Employee Stock Option (Right to Buy) 42.94 2028-09-25 Common Stock 8540 D Employee Stock Option (Right to Buy) 20.63 2027-09-22 Common Stock 19452 D Employee Stock Option (Right to Buy) 33.63 2028-09-22 Common Stock 14194 D Employee Stock Option (Right to Buy) 42.28 2029-09-20 Common Stock 13583 D Restricted Stock Units 2024-09-01 2024-09-01 Common Stock 325 D Restricted Stock Units 2025-09-01 2025-09-01 Common Stock 917 D Includes 5,420 Restricted Stock Units. The grant becomes exercisable in three equal annual installments beginning with the first anniversary of the date of grant. Represents Restricted Stock Units under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on the third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock during the quarter ended August 31, 2021. Represents Restricted Stock Units under the Scholastic Corporation Management Stock Purchase Plan in lieu of cash bonus to be converted into shares of Common Stock on a one-for-one basis upon expiration of the deferral period selected by the reporting person. Vests on the third anniversary of the award date. Price is equal to 75% of the lowest closing price for the underlying Common Stock during the quarter ended August 31, 2022. /s/ Elizabeth Polcari, by Vanessa Hill, Attorney-in-fact 2024-08-07 EX-24 2 ex24-08072024_080824.htm ex24-08072024_080824.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Andrew S. Hedden and Vanessa Hill, signing singly, the undersigned’s true and lawful attorney-in-fact to:

prepare, execute for and on behalf of the undersigned and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC.

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall supersede any previously executed powers of attorney and remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6^th day of February, 2024.

/s/ Elizabeth Polcari

Elizabeth Polcari