Scholastic : 2025 Proxy Statement

Filed by the Registrant ☒

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 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 [phone] https://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 https://www.virtualshareholdermeeting.com/SCHL2025 on Wednesday, September 17, 2025 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

2. Approval of Amendment No. 1 to the Scholastic Corporation 2017 Outside Director's Stock Incentive Plan

3. Approval of Amendment No. 2 to the Scholastic Corporation Management Stock Purchase Plan

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 23, 2025 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

     .
     
     

     Chris Lick Secretary August 7, 2025

     TABLE OF CONTENTS

     Solicitation of Proxies 1

     General Information 1

     Voting Securities of the Company 2

     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 6

     Share Ownership of Management 7

     Compensation Committee Interlocks and Insider Participation 8

     Human Resources and Compensation Committee Report 9

     Compensation Discussion and Analysis 10

     Summary Compensation Table 21

     Grants of Plan-Based Awards 23

     Outstanding Equity Awards at May 31, 2025 24

     Option Exercises and Stock Vested 25

     Pension Plan 25

     Nonqualified Deferred Compensation Table 25

     Potential Payments upon Termination or Change-in-Control 26

     Pay Ratio 30

     Pay Versus Performance 31

     Equity Compensation Plan Information 35

     Stock Ownership Guidelines 35

     Matters Submitted to Stockholders

     Proposal 1 - Election of Directors 36

     Nominees for Election by Holders of Class A Stock 36

     Nominees for Election by Holders of Common Stock 37

     Board Composition 42

     Board Leadership Structure and Risk Oversight 42

     Environmental, Social and Governance ("ESG") Oversight 43

     The Board's Role in Human Capital Management 43

     Meetings of the Board and its Committees 44

     Corporate Governance 46

     Director Compensation 50

     Proposal 2 - Approval of Amendment No. 2 to the Scholastic Corporation Outside Director's Stock Incentive Plan 52

     Proposal 3 - Approval of Amendment No. 2 to the Scholastic Corporation Management Stock Purchase Plan 55

     Independent Registered Public Accountants 58

     Audit Committee's Report 59

     Stockholder Proposals for 2026 Annual Meeting 59

     Other Matters 59

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     Important Notice Regarding Availability of Proxy Materials

     for the 2025 Annual Meeting of Stockholders to be held on September 17, 2025

     This Proxy Statement and the Annual Report to Stockholders are available at https://www.proxyvote.com

     SCHOLASTIC CORPORATION

     557 Broadway

     New York, New York 10012-3999

     PROXY STATEMENT

     ANNUAL MEETING OF STOCKHOLDERS

     September 17, 2025

     ‌SOLICITATION OF PROXIES

     ‌General Information

     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 https://www.virtualshareholdermeeting.com/SCHL2025 on Wednesday, September 17, 2025 at 9:00 a.m. E.D.T. and at any adjournments thereof.

     The Company has made available to you over the Internet or delivered paper copies of this proxy statement, a proxy card and the Annual Report to Stockholders (of which the Company's 2025 Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the "Annual Report") is a part) in connection with the Annual Meeting. The Company is using the rules of the

     Securities and Exchange Commission ("SEC") that allow companies to furnish their proxy materials over the Internet. As a result, the Company is mailing to many of its stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet, as well as to request a paper copy by mail or via email, free of charge, by following the instructions in the notice.

     This proxy statement and the accompanying form of proxy, together with the Company's Annual Report, are being mailed to those stockholders who are not receiving the notice concerning Internet availability on or about August 7, 2025.

     Shares represented by each proxy properly submitted, either by the Internet, telephone or mail as indicated on the enclosed form of proxy, will be voted in accordance with the instructions indicated on such proxy unless revoked. A stockholder may revoke a proxy at any time before it is exercised by:

     • delivering to the Secretary of the Company a written revocation thereof or a duly executed proxy bearing a later date; or

     • providing subsequent internet or telephone voting instructions; or

     • voting via electronic means at the Annual Meeting.

Any written notice revoking a proxy should be sent to the attention of Chris Lick, Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, NY 10012-3999.

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If you are a Common Stockholder of record submitting a proxy, and no instructions are specified, your shares will be voted FOR the election of the directors.

If you are a Common Stockholder and you hold your shares beneficially through a broker, bank or other holder of record submitting a proxy, and no instructions are specified, your shares will NOT be voted.

If you are a Class A Stockholder submitting a proxy, and no instructions are specified, your shares will be voted FOR the election of the directors.

By submitting a proxy, you authorize the persons named as proxies to use their discretion in voting upon any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.

SEC rules permit the Company to deliver only one copy of the proxy statement or the notice of Internet availability of the proxy statement to multiple stockholders of record who share the same address and have the same last name, unless the Company has received contrary instructions from one or more of such stockholders. This delivery method, called

"householding," reduces the Company's printing and mailing costs. Stockholders who participate in householding will continue to receive or have internet access to separate proxy cards.

If you are a stockholder of record and wish to receive a separate copy of the proxy statement, now or in the future, at the same address, or you are currently receiving multiple copies of the proxy statement at the same address and wish to receive a

single copy, please write to or call the Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, NY 10012-3999, telephone: [phone].

Beneficial owners sharing an address who are currently receiving multiple copies of the proxy materials or notice of internet availability of the proxy materials and wish to receive a single copy in the future, or who currently receive a single copy and wish to receive separate copies in the future, should contact their bank, broker or other holder of record to request that only a single copy or separate copies, as the case may be, be delivered to all stockholders at the shared address in the future.

The cost of soliciting proxies will be borne by the Company. Solicitation other than by mail may be made personally or by telephone, facsimile or e-mail by regularly employed officers and employees who will not be additionally compensated for such solicitation. The Company may also reimburse brokers, custodians, nominees and other fiduciaries for their reasonable

expenses in forwarding proxy materials to principals.

‌Voting Securities of the Company

Only holders of record of the Company's Class A Stock, $0.01 par value ("Class A Stock"), and Common Stock, $0.01 par value ("Common Stock"), at the close of business on July 23, 2025 (the "Record Date") are entitled to vote at the Annual Meeting. As of the Record Date, there were 828,100 shares of Class A Stock and 24,272,263 shares of Common Stock outstanding.

The Amended and Restated Certificate of Incorporation of the Company (the "Certificate") provides that, except as

otherwise provided by law, the holders of shares of the Class A Stock (the "Class A Stockholders"), voting as a class, have the right to: (i) fix the size of the Board so long as it does not consist of less than three (3) nor more than fifteen (15) directors; (ii) elect all the directors, subject to the right of the holders of shares of Common Stock, voting as a class, to elect such minimum number of the members of the Board as shall equal at least one-fifth of the members of the Board; and (iii) exercise, exclusive of the holders of shares of Common Stock, all other voting rights of stockholders of the Company. The Certificate also provides that, except as otherwise provided by law, the voting rights of the holders of shares of Common Stock are limited to the right, voting as a class, to elect such minimum number of the members of the Board as shall equal at least one-fifth of the members of the Board.

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