SCHOLASTIC CORP (SCHL)
Sector: Communication
2026 Annual Meeting Analysis
SCHL · Meeting: September 16, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Dr. Alonso has served since 2015, giving him full overlap with the 3-year period in which SCHL's stock return of +4.0% trailed the peer group median of +68.5% by 64.5 percentage points — well above the 35-point trigger; the 5-year check (-29.7pp) also does not clear the threshold, so the underperformance is not a recent aberration and the AGAINST vote is sustained.
Mr. Dumont joined in 2021, giving him meaningful overlap with the 3-year underperformance period; SCHL trailed its peer group by 64.5 percentage points over three years, far exceeding the 35-point threshold, and the 5-year gap of -29.7pp also does not clear the threshold, so no mitigant applies and the AGAINST vote is sustained.
Ms. Li joined in 2022, covering more than half of the 3-year underperformance period during which SCHL trailed its peer group by 64.5 percentage points; the 5-year gap of -29.7pp also does not clear the 35-point threshold, confirming sustained underperformance, and the AGAINST vote is sustained.
Ms. Lucchese has served since 2021 as both Chair of the Board and a senior executive officer, giving her full overlap with the underperformance period; SCHL trailed its peer group by 64.5 percentage points over three years with the 5-year gap also not clearing the threshold, and her dual role as Chair and executive — combined with her controlling stake via the Robinson estate — raises additional governance concerns about board independence from management.
Ms. Walker has served since 2021, giving her full overlap with the 3-year underperformance period in which SCHL trailed its peer group by 64.5 percentage points; the 5-year check also does not clear the threshold, and the AGAINST vote is sustained.
Mr. Warwick has served as a director since 2014 and as CEO since 2021, giving him full overlap with the underperformance period; SCHL's 3-year stock return of +4.0% trailed the peer group median of +68.5% by 64.5 percentage points and the 5-year gap of -29.7pp also does not clear the threshold, so the AGAINST vote on him as a director is sustained independently of the Say on Pay analysis.
Mr. Barge has served since 2007, giving him full overlap with the 3-year underperformance period; SCHL trailed its peer group by 64.5 percentage points and the 5-year check also does not clear the threshold, so the AGAINST vote is sustained despite his strong financial qualifications.
For Analysis
Mr. Guerrier joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply and he receives a FOR vote.
Ms. Henderson joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply and she receives a FOR vote.
Ms. Alberti joined the board in 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply and she receives a FOR vote.
Ms. Clarke Wolff joined the board in 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply and she receives a FOR vote.
The TSR underperformance trigger fires for this slate: SCHL's 3-year stock return of +4.0% trailed the company-disclosed peer group median of +68.5% by 64.5 percentage points, far exceeding the 35-point threshold applicable to companies with low-positive absolute returns. The 5-year gap of -29.7pp also does not clear the 35-point threshold, confirming this is sustained underperformance rather than a temporary trough. Directors with more than 24 months of tenure receive AGAINST votes; three directors who joined in 2024 or 2025 are exempt under the new-director rule and receive FOR votes.
Say on Pay
✓ FORCEO
Peter Warwick
Total Comp
$3,300,513
Prior Support
N/A
The CEO's fiscal 2025 total compensation of $3,300,513 (the most recent figure in the pre-extracted database, reflecting the compensation evaluated for this advisory vote) is within a reasonable range for the CEO of an approximately $800 million market-cap media and education company. The pay structure includes meaningful variable components — performance-based stock awards tied to qualitative goals, annual cash bonuses based on corporate operating income targets, and time-vested restricted stock — meaning well over half of total pay is at-risk rather than fixed. Although SCHL's stock has significantly underperformed its peer group over three years, the variable pay itself was modestly calibrated (the STIP bonus paid out at roughly 81% of target, reflecting below-plan corporate operating income), which demonstrates that the incentive structure is functioning as intended by reducing payouts when performance falls short.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,867,715
Non-Audit Fees
$1,866,932
Ernst & Young's total non-audit fees for fiscal 2026 — comprising audit-related fees of $212,000 and tax fees of $1,654,932, totaling $1,866,932 — represent approximately 48.3% of the core audit fee of $3,867,715, which is just below the 50% threshold that would trigger a No vote; the tenure of EY is not disclosed in the proxy so the tenure trigger cannot fire; and no material financial restatements are noted, so a FOR vote is warranted.
Overall Assessment
The 2026 Scholastic annual meeting presents a challenging director slate: SCHL's stock has severely underperformed its peer group over three years (trailing by 64.5 percentage points), triggering AGAINST votes for eight of eleven directors with sufficient tenure, while three newly-appointed directors are exempt. The Say on Pay vote passes policy screens given a modestly structured and below-target incentive payout, and the auditor ratification is supportable as non-audit fees fall just below the 50% threshold.
Compensation Peer Group
3 companies disclosed in 2026 proxy filing