Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended November 30, 2021:
Issuer Purchases of Equity Securities
(Dollars in millions, except per share amounts)
Period Total number of
shares purchased Average
price paid
per share Total number of shares
purchased as part of publicly
announced plans or
programs Maximum number of shares (or
approximate dollar value) that may yet be purchased under the plans or programs (i)
September 1 through September 30, 2021 — — — $67.3
October 1 through October 31, 2021 47,880 35.91 47,880 65.6
November 1 through November 30, 2021 65,999 37.98 65,999 63.1
Total 113,879 113,879 $63.1
(i) Represents the amount remaining at November 30, 2021 under the $50.0 Board authorization for Common share repurchases announced on March 21, 2018 and the current $50.0 Board authorization for Common share repurchases announced on March 18, 2020, which is available for further repurchases, from time to time as conditions allow, on the open market or through negotiated private transactions. See Note 11 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for a description of the Company’s share buy-back program and share repurchase authorizations.
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SCHOLASTIC CORPORATION
Item 6. Exhibits
Exhibits:
10.1 Amendment No. 2, dated as of October 27, 2021, to the Credit Agreement, dated as of January 5, 2017, among the Corporation and Scholastic Inc., as borrowers, the Initial Lenders named therein, Bank of America, N.A., as administrative agent, and BOFA Securities, Inc., Truist Bank, and Wells Fargo Securities, LLC acting as joint lead arrangers and joint bookrunners.
10.2* Scholastic Corporation 2021 Stock Incentive Plan.
10.3* Form of Stock Option Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
10.4* Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
10.5* Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021.
10.6* Stock Option Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
10.7* Restricted Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
10.8* Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2021 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
* The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.
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SCHOLASTIC CORPORATION
QUARTERLY REPORT ON FORM 10-Q, DATED November 30, 2021
Exhibits Index
Exhibit Number Description of Document
10.1 Amendment No. 2, dated as of October 27, 2021, to the Credit Agreement, dated as of January 5, 2017, among the Corporation and Scholastic Inc., as borrowers, the Initial Lenders named therein, Bank of America, N.A., as administrative agent, and BOFA Securities, Inc., Truist Bank, and Wells Fargo Securities, LLC acting as joint lead arrangers and joint bookrunners.
10.2* Scholastic Corporation 2021 Stock Incentive Plan.
10.3* Form of Stock Option Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
10.4* Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
10.5* Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021.
10.6* Stock Option Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
10.7* Restricted Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
10.8* Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended November 30, 2021 formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Statements of Operations; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
* The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.
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SCHOLASTIC CORPORATION
SIGNATURES
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 thereunto duly authorized.
SCHOLASTIC CORPORATION
(Registrant)
Date: December 17, 2021 By: /s/ Peter Warwick
Peter Warwick
President and Chief
Executive Officer
(Principal Executive Officer)
Date: December 17, 2021 By: /s/ Kenneth J. Cleary
Kenneth J. Cleary
Chief Financial Officer
(Principal Financial Officer)
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