UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2015
SCHOLASTIC CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 000-19860
| DELAWARE | 13-3385513 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
557 BROADWAY
NEW YORK, NY 10012
(Address of principal executive offices, including zip code)
(212) 343-6100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
The final results of voting on each of the matters submitted to a vote of the security holders during the Registrant’s annual meeting of stockholders on September 21, 2015 are as follows:
Matters voted upon by holders of Class A Stock
| 1. | Nominees for Election to Board of Directors |
| For | Against | Withheld | ||||||||||
| Richard Robinson |
1,656,200 | 0 | 0 | |||||||||
| Andrés Alonso |
1,656,200 | 0 | 0 | |||||||||
| Marianne Caponnetto |
1,656,200 | 0 | 0 | |||||||||
| Andrew S. Hedden |
1,656,200 | 0 | 0 | |||||||||
| Katrina Lane |
1,656,200 | 0 | 0 | |||||||||
| Peter Warwick |
1,656,200 | 0 | 0 | |||||||||
| Margaret A. Williams |
1,656,200 | 0 | 0 | |||||||||
| 2. | Approval of Amendment No. 3 to the Scholastic Corporation Employee Stock Purchase Plan. |
| For |
Against |
Abstain | ||
| 1,656,200 |
0 | 0 |
The shares of Class A 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 |
28,093,024 | 0 | 749,409 | 0 | ||||||||||||
| John L. Davies |
27,844,375 | 0 | 998,058 | 0 | ||||||||||||
Signature(s)
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: September 23, 2015 | By: | /s/ Maureen O’Connell | ||
| Maureen O’Connell | ||||
| Executive Vice President, Chief Financial Officer and Chief Administrative Officer. | ||||