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, 2011
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, 2011 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 | |||
| John L. Davies |
1,656,200 | 0 | 0 | |||
| Andrew S. Hedden |
1,656,200 | 0 | 0 | |||
| Mae C. Jemison |
1,656,200 | 0 | 0 | |||
| Peter M. Mayer |
1,656,200 | 0 | 0 | |||
| Augustus K. Oliver |
1,656,200 | 0 | 0 | |||
| Richard M. Spaulding |
1,656,200 | 0 | 0 | |||
| Margaret A. Williams |
1,656,200 | 0 | 0 | |||
2. Approval of the Scholastic Corporation 2011 Stock Incentive Plan.
| For | Against | Abstain | ||
| 1,656,200 | 0 | 0 |
3. Approval of an amendment to the Scholastic Corporation Management Stock Purchase Plan.
| For | Against | Abstain | ||
| 1,656,200 | 0 | 0 |
4. Advisory vote for the approval of fiscal 2011 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 | 0 | 0 |
5. Advisory vote on the frequency of a stockholder advisory vote regarding the compensation awarded to Named Executive Officers.
| 1 year | 2 years | 3 years | Abstain | |||
| 0 | 0 | 1,656,200 | 0 |
The shares of Class A stock are 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 |
24,820,767 | 0 | 333,247 | 0 | ||||
| Marianne Caponnetto |
25,026,128 | 0 | 127,886 | 0 | ||||
| John G. McDonald |
23,021,324 | 0 | 2,132,690 | 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 27, 2011 | By: /s/ Andrew S. Hedden | |||
| Andrew S. Hedden | ||||
| Executive Vice President, General Counsel and Secretary | ||||