Scholastic Corp Files 8-K for Bylaws and Financials

TL;DR

Scholastic filed an 8-K for bylaw changes and financials. Nothing major to see here.

AI Summary

On May 15, 2024, Scholastic Corporation filed an 8-K report. The filing primarily concerns amendments to its Articles of Incorporation or Bylaws and the submission of Financial Statements and Exhibits. No specific financial figures or significant corporate actions beyond these procedural filings were detailed in the provided excerpt.

Why It Matters

This filing indicates routine corporate governance updates and the submission of financial information, which are standard procedures for publicly traded companies.

Risk Assessment

Risk Level: low — The filing appears to be procedural, with no immediate indication of significant financial distress or major strategic shifts.

Key Numbers

• 000-19860 — SEC File Number (Identifies the specific SEC filing for Scholastic Corp.)
• 13-3385513 — IRS Employer Identification No. (Tax identification number for Scholastic Corp.)

Key Players & Entities

• SCHOLASTIC CORP (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• New York (location) — Principal Executive Offices City

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SCHL The Nasdaq Stock Mar

Filing Documents

• schl-20240515.htm (8-K) — 146KB
• 0000950170-24-060391.txt ( ) — 275KB
• schl-20240515.xsd (EX-101.SCH) — 25KB
• schl-20240515_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 15, 2024, the Board of Directors of Scholastic Corporation (the "Company") approved the amendment of Article III, Section 6 of the By-laws of the Company (the "By-law Amendment"). The purpose of the Amendment is to conform the provisions of the Company's Amended and Restated By-laws regarding the removal of directors, so that it is consistent with Section 14l(k) of the Delaware General Corporation Law ("Section 141(k))". The By-Law Amendment has the affect of confirming that holders of both the Company's shares of Class A Stock and the Company's shares of Common Stock will vote together (with each share of either class being entitled to a single vote per share) in relation to the removal of a director for cause. As provided by Section 141(k), a vote of a majority of the Company's shares entitled to vote (voting together as a single class) will be required to remove a director for cause.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are filed as part of this report: Exhibit 3.2 Amended and Restated By-laws of Scholastic Corporation (as amended and restated effective as of May 15, 2024). Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. SCHOLASTIC CORPORATION Date: May 15, 2024 By: /s/ Andrew S. Hedden Name: Title: Andrew S. Hedden Executive Vice President, General Counsel EXHIBIT 3.2 Amended and Restated as of May 15, 2024 BY-LAWS of SCHOLASTIC CORPORATION (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office . The registered office shall be established and maintained at 1209 Orange Street, Wilmington, Delaware. The Corporation Trust Company shall be the registered agent of this Corporation in charge thereof. Section 2. Principal Office . The principal office of the Corporation shall be located at 555 Broadway, New York, New York 10012, or at such other location in the State of New York as the Board of Directors may from time to time determine. Section 3. Other Offices . The Corporation may also have such other offices, either within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II STOCKHOLDERS Section 1. Place of Meetings of Stockholders . All meetings of the stockholders shall be held at the principal office of the Corporation in the State of New York or at such other location, within or without the State, as shall be fixed by the Board of Directors and specified in a notice of meeting or waiver of notice thereof. Section 2. Annual Meetings of Stockholders . Annual meetings of stockholders shall be held at such times and on such dates as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. Section 3. Special Meetings of Stockholders . Special meetings of the stockholders may be called at any time by the President and shall be called by the Corporate Secretary upon receipt of a written requ

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