SCHOLASTIC CORPORATION (NASDAQ:SCHL) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders
Scholastic Corporation (the “Company”) held its annual meeting of stockholders on September20, 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 ClassA Stock
| 1. | Nominees for Election to Board of Directors |
|
For |
Against |
Withheld |
|
|
Richard Robinson |
1,656,200 | ||
|
Andrés Alonso |
1,656,200 | ||
|
Marianne Caponnetto |
1,656,200 | ||
|
Andrew S. Hedden |
1,656,200 | ||
|
Peter Warwick |
1,656,200 | ||
|
Margaret A. Williams |
1,656,200 | ||
|
David J. Young |
1,656,200 |
| 2. | Approval of the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan. |
|
For |
Against |
Abstain |
|
1,656,200 |
| 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 |
| 4. | Advisory vote on the frequency of a stockholder advisory vote regarding the compensation awarded to Named Executive Officers. |
|
1year |
2years |
3 years |
Abstain |
| 1,656,200 |
The shares of ClassA 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 | 3,764,382 | ||
|
John L. Davies |
27,244,372 | 2,983,004 |
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 ClassA 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.
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About SCHOLASTIC CORPORATION (NASDAQ:SCHL)
Scholastic Corporation is a publisher and distributor of children’s books, a provider of print and digital instructional materials for pre-kindergarten (pre-K) to grade 12, and a producer of educational and entertaining children’s media. The Company operates through three segments: Children’s Book Publishing and Distribution, Education and International. The Children’s Book Publishing and Distribution segment includes the publication and distribution of children’s books, e-books, media and interactive products in the United States through its book clubs and book fairs in its school channels and through the trade channel. The Education segment includes publication and distribution to schools and libraries of children’s books, classroom magazines, supplemental classroom materials, and print and online reference and non-fiction products for grades pre-K to 12 in the United States. The International segment includes its international operations, and export and foreign rights businesses.
