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 August 31, 2022:
+Added: The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended November 30, 2022:
Issuer Purchases of Equity Securities
7 unchanged sentences
approximate dollar value) that may yet be purchased under the plans or programs (i)
−Removed: June 1 through June 30, 2022 — — — $33.9
−Removed: July 1 through July 31, 2022 19,234 45.86 19,234 33.0
−Removed: August 1 through August 31, 2022 90,798 46.35 90,798 28.8
+Added: September 1 through September 30, 2022 39,851 35.74 39,851 $27.4
+Added: October 1 through October 31, 2022 40,563 30.97 40,563 26.2
+Added: November 1 through November 30, 2022 (ii)
+Added: 533,793 40.00 533,793 26.2
Total 614,207 614,207 $26.2
−Removed: (i) Represents the amount remaining at August 31, 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.
+Added: (i) Represents the amount remaining at November 30, 2022 under the $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 13 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: Subsequent to November 30, 2022, the Board authorized an additional $48.8, resulting in a current authorization of $75.0, for Common share repurchases, which includes the remaining $26.2 from the previous Board authorization.
+Added: (ii) Represents shares purchased through a modified Dutch auction tender offer.
+Added: See Note 13 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for further details.
SCHOLASTIC CORPORATION
−Removed: 10.1* The Scholastic Corporation 2021 Stock Incentive Plan (supersedes and replaces the Scholastic Corporation 2021 Stock Incentive Plan filed as Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021).
−Removed: 10.2* Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021 (supersedes and replaces the Amen ded and Restated Employment Agreement between Scholastic Corporation and Peter Warwick filed as Exhibit 10.5 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021).
−Removed: 10.3* Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 19, 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 August 31, 2022 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 November 30, 2022 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
4 unchanged sentences
104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
−Removed: * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.
SCHOLASTIC CORPORATION
−Removed: QUARTERLY REPORT ON FORM 10-Q, DATED August 31, 2022
+Added: QUARTERLY REPORT ON FORM 10-Q, DATED November 30, 2022
Exhibits Index
Exhibit Number Description of Document
−Removed: 10.1* The Scholastic Corporation 2021 Stock Incentive Plan (supersedes and replaces the Scholastic Corporation 2021 Stock Incentive Plan filed as Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021).
−Removed: 10.2* Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick, effective August 1, 2021 (supersedes and replaces the Amended and Restated Employment Agreement between Scholastic Corporation and Peter Warwick filed as Exhibit 10.5 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021).
−Removed: 10.3* Performance Stock Unit Agreement between Scholastic Corporation and Peter Warwick, dated July 19, 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 August 31, 2022 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 November 30, 2022 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
4 unchanged sentences
104 Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
−Removed: * The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b) (10) (iii) of Regulation S-K.
SCHOLASTIC CORPORATION
1 unchanged sentence
SCHOLASTIC CORPORATION
−Removed: September 23, 2022 By:
+Added: December 16, 2022 By:
/s/ Peter Warwick
3 unchanged sentences
(Principal Executive Officer)
−Removed: September 23, 2022 By:
+Added: December 16, 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.