United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended May 31 , 2024
Commission File No. 000-19860
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |||
(Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (212 ) 343-6100
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
Securities Registered Pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | ☒ | Accelerated filer | ☐ | ||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule ☒
12b-2
of the Act). Yes ☐ No The aggregate market value of the Common Stock, par value $0.01, held by 925,007,979 . As of such date,
non-affiliates
as of November 30, 2023, was approximately $non-affiliates
held no shares of the Class A Stock, $0.01 par value. There is no active market for the Class A Stock. The number of shares outstanding of each class of the Registrant’s voting stock as of June 30, 2024 was as follows:
Title of each class |
Number of shares outstanding as of June 30, 2024 | |
Common Stock, $0.01 par value |
||
Class A Stock, $0.01 par value |
Documents Incorporated By Refere
nc
e Part III incorporates certain information by reference from the Registrant’s definitive proxy statement for the Annual Meeting of Stockholders held on September 18, 2024.
EXPLANATORY NOTE
Scholastic Corporation (the “Company”) is filing this Amendment No. 1 on Form
10-K/A
(this “Amendment”) to amend the Company’s Annual Report on Form 10-K
for the fiscal year ended May 31, 2024 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 19, 2024 (the “Original Filing Date”). The sole purpose of this Amendment is to supplement the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include Exhibit 19, Insider Trading Policy under Section 12 of the Securities Exchange Act of 1934, as amended, which was inadvertently omitted in the Original Filing. This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
Pursuant to Rule
12b-15
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a)
or 15d-14(a)
of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Part IV
Item 15 | Exhibits, Financial Statement Schedules
Item 15 is hereby supplemented to add Exhibit 19 Insider Trading Policy and to include two current dated certifications as Exhibits 31.3 and 31.4.
| 19 | Insider Trading Policy.** | |
| 31.3 | Certification of the Chief Executive Officer of the Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | |
| 31.4 | Certification of the Chief Financial Officer of the Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** | |
| 101.INS | XBRL Instance Document * | |
| 101.SCH | XBRL Taxonomy Extension Schema Document * | |
| 101.CAL | XBRL Taxonomy Extension Calculation Document * | |
| 101.DEF | XBRL Taxonomy Extension Definitions Document * | |
| 101.LAB | XBRL Taxonomy Extension Labels Document * | |
| 101.PRE | XBRL Taxonomy Extension Presentation Document * | |
| * | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.” |
| ** | Filed herewith. |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: September 30, 2024 | SCHOLASTIC CORPORATION | |||||
| By: | /s/ Peter Warwick | |||||
| President and Chief Executive Officer | ||||||
| By: | /s/ Haji L. Glover | |||||
| Chief Financial Officer, Executive Vice President | ||||||
| (Principal financial officer) | ||||||
| By: | /s/ Paul Hukkanen | |||||
| Senior Vice President and Chief Accounting Officer | ||||||
| (Principal accounting officer) | ||||||