Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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:
+Added: The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended February 28, 2022:
Issuer Purchases of Equity Securities
7 unchanged sentences
approximate dollar value) that may yet be purchased under the plans or programs (i)
−Removed: September 1 through September 30, 2021 — — — $67.3
−Removed: October 1 through October 31, 2021 47,880 35.91 47,880 65.6
−Removed: November 1 through November 30, 2021 65,999 37.98 65,999 63.1
+Added: December 1 through December 31, 2021 20,700 37.43 20,700 $62.3
+Added: January 1 through January 31, 2022 (ii)
+Added: 312,434 40.65 312,434 49.6
+Added: February 1 through February 28, 2022 45,257 41.56 45,257 47.7
Total 378,391 378,391 $47.7
−Removed: (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.
+Added: (i) Represents the amount remaining at February 28, 2022 under 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 privately negotiated transactions.
See Note 12 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.
+Added: (ii) Includes 300,000 shares repurchased from a related party in a privately negotiated transaction at a discount to market price.
+Added: See Note 18 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for details regarding the related party transaction.
SCHOLASTIC CORPORATION
−Removed: 10.1 Amendment No.
−Removed: 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.
−Removed: 10.2* Scholastic Corporation 2021 Stock Incentive Plan.
−Removed: 10.3* Form of Stock Option Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
−Removed: 10.4* Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
−Removed: 10.5* Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021.
−Removed: 10.6* Stock Option Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
−Removed: 10.7* Restricted Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
−Removed: 10.8* Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
+Added: 10.1 Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M.
+Added: Richard Robinson, Jr., effective January 12, 2022.
+Added: 10.2* Offer of Employment Letter between Scholastic Corporation and Mary Beech, effective January 4, 2022.
+Added: 10.3* Supplemental Incentive Bonus Plan Agreement between Scholastic Corporation and Rosamund M.
+Added: Else-Mitchell, effective February 8, 2022.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
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.
−Removed: 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:
+Added: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2022 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
6 unchanged sentences
SCHOLASTIC CORPORATION
−Removed: QUARTERLY REPORT ON FORM 10-Q, DATED November 30, 2021
+Added: QUARTERLY REPORT ON FORM 10-Q, DATED February 28, 2022
Exhibits Index
Exhibit Number Description of Document
−Removed: 10.1 Amendment No.
−Removed: 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.
−Removed: 10.2* Scholastic Corporation 2021 Stock Incentive Plan.
−Removed: 10.3* Form of Stock Option Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
−Removed: 10.4* Form of Restricted Stock Unit Agreement under the Scholastic Corporation 2021 Stock Incentive Plan.
−Removed: 10.5* Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021.
−Removed: 10.6* Stock Option Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
−Removed: 10.7* Restricted Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
−Removed: 10.8* Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated August 1, 2021.
+Added: 10.1 Share Repurchase Agreement between Scholastic Corporation and the Preliminary co-Executors of the Estate of M.
+Added: Richard Robinson, Jr., effective January 12, 2022.
+Added: 10.2* Offer of Employment Letter between Scholastic Corporation and Mary Beech , effective January 4, 2022.
+Added: 10.3* Supplemental Incentive Bonus Plan Agreement between Scholastic Corporation and Rosamund M.
+Added: Else-Mitchell, effective February 8, 2022.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
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.
−Removed: 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:
+Added: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2022 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
8 unchanged sentences
SCHOLASTIC CORPORATION
−Removed: December 17, 2021 By:
+Added: March 18, 2022 By:
/s/ Peter Warwick
3 unchanged sentences
(Principal Executive Officer)
−Removed: December 17, 2021 By:
+Added: March 18, 2022 By:
/s/ Kenneth J.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.