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): August 10, 2015




(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.)


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 Holders of the Class A Stock of Scholastic Corporation (the “Company”) executed a unanimous written consent dated August 10, 2015 fixing the size of the Board of Directors of the Company at nine directors, effective as of the date of the Annual Meeting of Stockholders to be held on September 21, 2015.


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.


Date: August 13, 2015   By:   

/s/ Andrew S. Hedden

     Andrew S. Hedden

Executive Vice President, General

Counsel and Secretary