Scholastic Corp DEF 14A: Executive Stock Award Valuations

TL;DR

Scholastic's exec comp filing shows stock award value changes for Peter Warwick & others in FY22.

AI Summary

Scholastic Corp filed a DEF 14A on August 8, 2024, detailing executive compensation. The filing highlights changes in the fair value of stock awards granted to executives, including Peter Warwick, during the fiscal year ending May 31, 2022. Specific adjustments were made for awards that vested, failed to meet vesting conditions, or had their vesting conditions satisfied during the fiscal year.

Why It Matters

This filing provides insight into how executive compensation is impacted by stock performance and vesting schedules, which can influence executive decision-making and shareholder value.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation details and does not present immediate financial risks.

Key Players & Entities

• SCHOLASTIC CORP (company) — Filer
• Peter Warwick (person) — Executive
• 20240808 (date) — Filing Date
• 2022-05-31 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — record of the Company's Class A Stock, $0.01 par value ("Class A Stock"), and Common

Filing Documents

• schl-20240808.htm (DEF 14A) — 1538KB
• img132536681_0.jpg (GRAPHIC) — 25KB
• img132536681_1.jpg (GRAPHIC) — 32KB
• img132536681_2.jpg (GRAPHIC) — 147KB
• img132536681_3.jpg (GRAPHIC) — 163KB
• img132536681_4.jpg (GRAPHIC) — 160KB
• img132536681_5.jpg (GRAPHIC) — 186KB
• 0000950170-24-093982.txt ( ) — 3941KB
• schl-20240808.xsd (EX-101.SCH) — 34KB
• schl-20240808_htm.xml (XML) — 246KB

From the Filing

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 SCHOLASTIC CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Scholastic 557 Broadway, New York, NY 10012-3999 (212) 343-6100 www.scholastic.com SCHOLASTIC CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Holders of Class A Stock and Common Stock: The Annual Meeting of Stockholders of Scholastic Corporation (the "Company") will be held via the internet at www.virtualshareholdermeeting.com/SCHL2024 on Wednesday, September 18, 2024 at 9:00 a.m. E.D.T., for the following purposes: Matters to be voted upon by holders of the Class A Stock 1. Electing eight directors to the Board of Directors Matters to be voted upon by holders of the Common Stock 1. Electing three directors to the Board of Directors and such other business as may properly come before the meeting and any adjournments thereof. A proxy statement describing the matters to be considered at the Annual Meeting of Stockholders is attached to this notice. Only stockholders of record of the Class A Stock and the Common Stock at the close of business on July 25, 2024 are entitled to notice of, and to vote at, the meeting and any adjournments thereof. We hope that you will be able to attend the meeting. Whether or not you plan to attend the meeting, we urge you to vote your shares promptly. You can vote your shares in three ways: via the Internet at the website indicated on your proxy card; via telephone by calling the toll free number on your proxy card; or by returning the enclosed proxy card. By order of the Board of Directors Andrew S. Hedden Secretary August 8, 2024 TABLE OF CONTENTS Solicitation of Proxies 1 General Information 1 Voting Securities of the Company 3 Principal Holders of Class A Stock and Common Stock 4 Change of Control Arrangement for Certain Class A Stockholders 6 Delinquent Section 16(a) Beneficial Ownership Reports 7 Share Ownership of Management 7 Compensation Committee Interlocks and Insider Participation 10 Human Resources and Compensation Committee Report 10 Compensation Discussion and Analysis 11 Summary Compensation Table 23 Grants of Plan-Based Awards 25 Outstanding Equity Awards at May 31, 2024 26 Option Exercises and Stock Vested 27 Pension Plan 27 Nonqualified Deferred Compensation Table 28 Potential Payments upon Termination or Change-in-Control 29 Pay Ratio 33 Pay Versus Performance 34 Equity Compensation Plan Information 39 Stock Ownership Guidelines 39 Matters Submitted to Stockholders 40 Proposal 1 – Election of Directors 40 Nominees for Election by Holders of Class A Stock 40 Nominees for Election by Holders of Common Stock 41 Board Diversity Matrix 47 Board Leadership Structure and Risk Oversight 47 Environmental, Social and Governance ("ESG") Oversight 48 The Board's Role in Human Capital Management 49 Meetings of the Board and its Committees 49 Corporate Governance 51 Director Compensation 56 Independent Registered Public Accountants 58 Audit Committee's Report 59 Stockholder Proposals for 2025 Annual Meeting 59 Other Matters 59 Important Notice Regarding Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on September 18, 2024 This Proxy Statement and the Annual Report to Stockholders are available at www.proxyvote.com SCHOLASTIC CORPORATION 557 Broadway New York, New York 10012-3999 ________________________ PROXY STATEMENT ________________________ ANNUAL MEETING OF STOCKHOLDERS September 18, 2024 ________________________ SOLICITATION OF PROXIES General In formation This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of Scholastic Corporation, a Delaware corporation (the "Company"), to be voted at its Annual Meeting of Stockholders (the "Annual Meeting"), which will be held via the internet at www.virtualshareholdermeeting.com/SCHL2024 on Wednesday, September 18, 2024 at 9:00 a.m. E.D.T. and at any adjournments thereof. The Company has made available to you over the Inter

View Full Filing

View this DEF 14A filing on SEC EDGAR