Independent
Tenure on this board
11.0 yrs
11 nominees · 2 ballot items.
Stockholders will elect eleven directors—eight by Class A stockholders and three by Common stockholders—and Class A stockholders will cast an advisory vote approving fiscal 2026 compensation awarded to named executive officers.
Election of eight directors by the holders of Class A Stock and three directors by the holders of Common Stock, for a total eleven-member Board.
Class A stockholders are asked to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal 2026, as disclosed in the proxy statement.
Proposal 2 asks Class A stockholders to approve, on an advisory and non-binding basis, the compensation paid to Scholastic’s named executive officers for fiscal 2026. The resolution covers the compensation discussion and analysis, compensation tables, and related narrative disclosures required under Item 402 of Regulation S-K. Management is seeking the vote as part of the company’s periodic say-on-pay process; the proxy states that Class A stockholders approved holding this advisory vote once every three years at the 2023 annual meeting. The Human Resources and Compensation Committee oversees senior-management compensation and uses a mix of base salary, annual performance incentives, and long-term equity awards. Fiscal 2026 compensation reflected company and divisional or departmental performance, individual performance, expanded executive responsibilities, special bonuses tied to headquarters and facilities sale-and-leaseback transactions, and equity awards. The company reported that corporate operating income was below target, resulting in an 81.36% payout of the target corporate STIP pool, while named executive officers received compensation tied to their respective performance metrics and roles. The resolution does not alter compensation arrangements and does not create a binding entitlement or obligation based on the vote. The Board and HRCC will consider the vote outcome, along with other relevant factors, in future compensation decisions. The Board recommends voting FOR approval, emphasizing the programs’ objective of motivating senior management and increasing stockholder value through long-term company growth.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.22% | 1,739,445 | $80M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 8.97% | 1,692,263 | $78M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.45% | 838,952 | $39M |
| 4 | STATE STREET CORP | 3.59% | 677,671 | $31M |
| 5 | Bragg Financial Advisors, Inc | 3.56% | 672,247 | $31M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.37% | 636,562 | $29M |
| 7 | Invesco Ltd. | 3.06% | 576,392 | $27M |
| 8 | BlackRock, Inc. | 2.96% | 558,467 | $26M |
| 9 | Allianz Asset Management GmbH | 2.92% | 550,055 | $25M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.73% | 515,294 | $24M |
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