Edgar Filing: SCHOLASTIC CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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SCHOLASTIC CORPORATION
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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(SCHOLASTIC LOGO)

Scholastic 557 Broadway, New York, NY 10012-3999 (212) 343-6100
www.scholastic.com

SCHOLASTIC CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Holders of Class A Stock and Common Stock:

The Annual Meeting of Stockholders of Scholastic Corporation (the “Company”) will be held at the Company’s corporate headquarters located at 557 Broadway, New York, New York on Wednesday, September 19, 2012, at 9:00 a.m., local time, for the following purposes:

Matters to be voted upon by holders of the Class A Stock


	1.	Electing eight directors to the Board of Directors

	2.	Approval of the Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan

Matters to be voted upon by holders of the Common Stock


	1.	Electing three directors to the Board of Directors

and such other business as may properly come before the meeting and any adjournments thereof.

A proxy statement describing the matters to be considered at the Annual Meeting of Stockholders is attached to this notice. Only stockholders of record of the Class A Stock and the Common Stock at the close of business on July 27, 2012 are entitled to notice of, and to vote at, the meeting and any adjournments thereof.

We hope that you will be able to attend the meeting. Whether or not you plan to be present at the meeting, we urge you to vote your shares promptly. You can vote your shares in three ways:


	•	via the Internet at the website indicated on your proxy card;

	•	via telephone by calling the toll free number on your proxy card; or

	•	by returning the enclosed proxy card.


	By order of the Board of Directors



	Andrew S. Hedden Secretary August 7, 2012

TABLE OF CONTENTS


Solicitation of Proxies		1
General Information		1
Voting Securities of the Company		3
Principal Holders of Class A Stock and Common Stock		4
Change of Control Arrangement for Certain Class A Stockholders		7
Section 16(a) Beneficial Ownership Reporting Compliance		8
Share Ownership of Management		8
Compensation Committee Interlocks and Insider Participation		10
Human Resources and Compensation Committee Report		10
Compensation Discussion and Analysis		11
Summary Compensation Table		22
Grants of Plan-based Awards		24
Outstanding Equity Awards at May 31, 2012		25
Option Exercises and Stock Vested		27
Pension Benefits		29
Nonqualified Deferred Compensation Table		29
Potential Payments upon Termination or Change-in-Control		30
Equity Compensation Plan Information		35
Stock Ownership Guidelines		36
Matters Submitted to Stockholders		36
Proposal 1 – Election of Directors		36
Nominees for Election by Holders of Class A Stock		37
Nominees for Election by Holders of Common Stock		37
Board Leadership Structure and Risk Oversight		43
Meetings of the Board and its Committees		43
Corporate Governance		46
Director Compensation		51
Involvement in Certain Legal Proceedings		52
Proposal 2 – Approval of the Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan		52
Independent Registered Public Accountants		55
Audit Committee’s Report		56
Stockholder Proposals for 2013 Annual Meeting		57
Other Matters		57
Appendix A: Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan		A-1

Important Notice Regarding Availability of Proxy Materials
for the 2012 Annual Meeting of Stockholders to Be Held on September 19, 2012

This Proxy Statement and the Annual Report to Stockholders are available at
www.proxyvote.com


SCHOLASTIC CORPORATION
557 Broadway New York, New York 10012-3999


PROXY STATEMENT


ANNUAL MEETING OF STOCKHOLDERS
September 19, 2012


SOLICITATION OF PROXIES

General Information

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Scholastic Corporation, a Delaware corporation (the “Company”), to be voted at its Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at 557 Broadway, New York, New York at 9:00 a.m., local time, on Wednesday, September 19, 2012, and at any adjournments thereof.

The Company has made available to you over the Internet or delivered paper copies of this proxy statement, a proxy card and the Annual Report to Stockholders (of which the Company’s 2012 Annual Report on Form 10-K is a part) in connection with the Annual Meeting. The Company is using the rules of the Securities and Exchange Commission (“SEC”) that allow companies to furnish their proxy materials over the Internet. As a result, the Company is mailing to many of its stockholders a notice about the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet, as well as to request a paper copy by mail, by following the instructions in the notice. In addition, the notice contains instructions for electing to receive proxy materials over the Internet or by mail in future years.

This proxy statement and the accompanying form of proxy, together with the Company’s Annual Report to Stockholders, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012 (the “Annual Report”), are being mailed to those stockholders who are not receiving the notice concerning Internet availability on or about August 7, 2012.

Shares represented by each proxy properly submitted, either by mail, the Internet or telephone as indicated on the enclosed form of proxy, will be voted in accordance with the instructions indicated on such proxy unless revoked. A stockholder may revoke a proxy at any time before it is exercised by:


	•	delivering to the Secretary of the Company a written revocation thereof or a duly executed proxy bearing a later date;

	•	providing subsequent telephone or Internet voting instructions; or

	•	voting in person at the Annual Meeting.

Any written notice revoking a proxy should be sent to the attention of Andrew S. Hedden, Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, New York 10012-3999.

If you are a Common Stockholder of record submitting a proxy, and no instructions are specified, your shares will be voted FOR the election of the directors.

If you are a Common Stockholder and you hold your shares beneficially through a broker, bank or other holder of record submitting a proxy, and no instructions are specified, your shares will NOT be voted FOR the election of the directors.

If you are a Class A Stockholder submitting a proxy, and no instructions are specified, your shares will be voted FOR the election of the directors and FOR the approval of the Amended and Restated Scholastic Corporation 2007 Outside Directors Stock Incentive Plan.

By submitting a proxy, you authorize the persons named as proxies to use their discretion in voting upon any other matter brought before the Annual Meeting. The Company does not know of any other business to be considered at the Annual Meeting.

SEC rules permit the Company to deliver only one copy of the proxy statement or the notice of Internet availability of the proxy statement to multiple stockholders of record who share the same address and have the same last name, unless the Company has received contrary instructions from one or more of such stockholders. This delivery method, called “householding,” reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive or have Internet access to separate proxy cards.

If you are a stockholder of record and wish to receive a separate copy of the proxy statement, now or in the future, at the same address, or you are currently receiving multiple copies of the proxy statement at the same address and wish to receive a single copy, please write to or call the Corporate Secretary, Scholastic Corporation, 557 Broadway, New York, NY 10012, telephone: (212) 343-6100.

Beneficial owners sharing an address who are currently receiving multiple copies of the proxy materials or notice of Internet availability of the proxy materials and wish to

receive a single copy in the future, or who currently receive a single copy and wish to receive separate copies in the future, should contact their bank, broker or other holder of record to request that only a single copy or separate copies, as the case may be, be delivered to all stockholders at the shared address in the future.

The cost of soliciting proxies will be borne by the Company. Solicitation other than by mail may be made personally or by telephone, facsimile or e-mail by regularly employed officers and employees who will not be additionally compensated for such solicitation. The Company may also reimburse brokers, custodians, nominees and other fiduciaries for their reasonable expenses in forwarding proxy materials to principals.

Voting Securities of the Company

Only holders of record of the Company’s Class A Stock, $0.01 par value (“Class A Stock”), and Common Stock, $0.01 par value (“Common Stock”), at the close of business on July 27, 2012 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the Record Date, there were 1,656,200 shares of Class A Stock and 29,886,627 shares of Common Stock outstanding.

The Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) provides that, except as otherwise provided by law, the holders of shares of the Class A Stock (the “Class A Stockholders”), voting as a class, have the right to: (i) fix the size of the Board so long as it does not consist of less than three nor more than 15 directors; (ii) elect all the directors, subject to the right of the holders of shares of Common Stock, voting as a class, to elect such minimum number of the members of the Board as shall equal at least one-fifth of the members of the Board; and (iii) exercise, exclusive of the holders of shares of Common Stock, all other voting rights of stockholders of the Company. The Certificate also provides that, except as otherwise provided by law, the voting rights of the holders of shares of Common Stock are limited to the right, voting as a class, to elect such minimum number of the members of the Board as shall equal at least one-fifth of the members of the Board.

Each share of Class A Stock and Common Stock is entitled to one vote. No holders of either class of stock have cumulative voting rights. At the Annual Meeting, the Class A Stockholders will vote on the election of eight members of the Board and the holders of Common Stock will vote on the election of three members of the Board. The other proposal set forth in the notice attached to this proxy statement for consideration at the Annual Meeting will be voted on by the Class A Stockholders only. If any other matters were to properly come before the Annual Meeting, they would be voted on by the Class A Stockholders.

The vote required for the election of directors and in respect of the action to be taken under the other proposal is specified in the description of such proposal. In the election of

directors, withheld votes and abstentions have no effect on the vote. Under the Company’s Bylaws, for the purpose of determining whether a proposal has received the required vote, abstentions will not be considered as votes cast and will have no effect. Because none of the shares of Class A Stock are held by brokers, the effect of broker non-votes is not applicable in the case of the Class A Stock. Because the only proposal before Common Stockholders is the election of three directors, the effect of broker non-votes is not applicable in the case of the Common Stock.

Principal Holders of Class A Stock and Common Stock

The following table sets forth information regarding persons who, to the best of the Company’s knowledge, beneficially owned five percent or more of the Class A Stock or the Common Stock outstanding on the Record Date. Under the applicable rules and regulations of the SEC, a person who directly or indirectly has, or shares, voting power or investment power with respect to a security is considered a beneficial owner of such security. Voting power is the power to vote or direct the voting of shares, and investment power is the power to dispose of or direct the disposition of shares. In computing the number of shares and percentage beneficially owned by any stockholder, shares of Class A Stock or Common Stock subject to options or restricted stock units (“RSUs”) held by that person that are currently exercisable or vested or become exercisable or vested within 60 days of the Record Date are included. Such shares, however, are not deemed outstanding for purposes of computing the percentage owned by any other person.


	Class A Stock			Common Stock
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership ⁽¹⁾	Percent of Class		Amount and Nature of Beneficial Ownership ⁽²⁾		Percent of Class
Richard Robinson
c/o Scholastic Corporation
557 Broadway
New York, NY 10012	3,155,200	100	%	6,197,721	⁽³⁾	18.6	%
Barbara Robinson Buckland
c/o Scholastic Corporation
557 Broadway
New York, NY 10012	648,620	39.2	%	2,498,712		8.2	%
Mary Sue Robinson Morrill
c/o Scholastic Corporation
557 Broadway
New York, NY 10012	765,296	46.2	%	3,233,628	⁽⁴⁾	10.6	%
William W. Robinson
c/o Scholastic Corporation
557 Broadway
New York, NY 10012	648,620	39.2	%	2,597,765	⁽⁵⁾	8.5	%
Florence Robinson Ford
c/o Scholastic Corporation
557 Broadway
New York, NY 10012	648,620	39.2	%	2,492,457		8.2	%


	Class A Stock				Common Stock
Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership ⁽¹⁾	Percent of Class			Amount and Nature of Beneficial Ownership ⁽²⁾		Percent of Class
Andrew S. Hedden
c/o Scholastic Corporation
557 Broadway
New York, NY 10012		648,620	39.2	%		2,396,601	⁽⁶⁾	7.8	%
Trust under the Will of
Maurice R. Robinson
c/o Scholastic Corporation
557 Broadway
New York, NY 10012		648,620	39.2	%		2,331,712		7.7	%
Trust under the Will of
Florence L. Robinson
c/o Scholastic Corporation
557 Broadway
New York, NY 10012		116,676	7.0	%		466,676		1.6	%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202		—	—			2,576,685	⁽⁷⁾	8.7	%
Blackrock, Inc.
40 East 52nd Street
New York, NY 10022		—	—			2,016,467	⁽⁸⁾	6.8	%
LSV Asset Management
155 N. Wacker Drive, Suite 4600
Chicago, IL 60606		—	—			1,696,939	⁽⁹⁾	5.7	%
Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746		—	—			2,769,212	⁽¹⁰⁾	9.3	%

⁽¹⁾

Each of Richard Robinson, Barbara Robinson Buckland, Mary Sue Robinson Morrill, William W. Robinson, Florence Robinson Ford, Andrew S. Hedden and the Trust under the Will of Maurice R. Robinson (the “Maurice R. Robinson Trust”) have filed Statements on Schedule 13G with the SEC (the “13G Filings”) regarding beneficial ownership of Common Stock. Richard Robinson, Chairman of the Board, President and Chief Executive Officer of the Company, Barbara Robinson Buckland, Florence Robinson Ford, Mary Sue Robinson Morrill and William W. Robinson, all of whom are siblings of Richard Robinson, and Andrew S. Hedden, a director and executive officer of the Company, are trustees of the Maurice R. Robinson Trust, with shared voting and investment power with respect to the shares owned by the Maurice R. Robinson Trust. Under the terms of the Maurice R. Robinson Trust, the vote of a majority of the trustees is required to vote or direct the disposition of the shares held by the Maurice R. Robinson Trust. In addition, Richard Robinson and Mary Sue Robinson Morrill are the co-trustees of the Trust under the Will of Florence L. Robinson (the “Florence L. Robinson Trust”), with shared voting and investment power with respect to the shares owned by the Florence L. Robinson Trust. Any acts by the Florence L. Robinson Trust require the approval of each trustee. Each such trust directly owns the shares attributed to it in the table and each person listed herein as a trustee of such trust is deemed to be the beneficial owner of the shares directly owned by such trust. Based on their 13G Filings and subsequent information made available to the Company, the aggregate beneficial ownership of the Class A Stock on the Record Date by the following persons was: Richard Robinson—2,389,904 shares (sole voting and investment power), which includes 1,499,000 shares issuable under options to purchase Class A Stock (“Class A Options”) exercisable by Mr. Robinson within 60 days of the Record Date, and 765,296 shares (shared voting and investment power); Barbara Robinson Buckland—648,620 shares (shared voting and investment power); Mary Sue Robinson Morrill-765,296 shares (shared voting and investment power); William W. Robinson—648,620 shares (shared voting and investment power); Florence Robinson Ford—648,620 shares (shared


	voting and investment power); Andrew S. Hedden—648,620 shares (shared voting and investment power); Maurice R. Robinson Trust—648,620 shares (sole voting and investment power); and Florence L. Robinson Trust—116,676 shares (sole voting and investment power).

⁽²⁾	The shares of Class A Stock are convertible at the option of the holder into shares of Common Stock at any time on a share-for-share basis. The number of shares of Common Stock and percentage of the outstanding shares of Common Stock for each beneficial owner of Class A Stock assumes the conversion of such holder’s shares of Class A Stock (including the 1,499,000 shares issuable under Class A Options exercisable within 60 days of the Record Date, in the case of Mr. Robinson) into shares of Common Stock. Based on their 13G Filings and subsequent information made available to the Company, the aggregate beneficial ownership of Common Stock on the Record Date by the following holders was: Richard Robinson—3,399,333 shares (sole voting and investment power), which includes the 1,499,000 shares under Class A Options exercisable within 60 days of the Record Date held by Mr. Robinson, and 2,798,388 shares (shared voting and investment power); Barbara Robinson Buckland—167,000 shares (sole voting and investment power) and 2,331,712 shares (shared voting and investment power); Mary Sue Robinson Morrill—3,233,628 shares (shared voting and investment power); William W. Robinson—205,045 shares (sole voting and investment power) and 2,392,720 shares (shared voting and investment power); Florence Robinson Ford—160,745 shares (sole voting and investment power) and 2,331,712 shares (shared voting and investment power); Andrew S. Hedden—64,889 shares (sole voting and investment power) and 2,331,712 shares (shared voting and investment power); Maurice R. Robinson Trust—2,331,712 shares (sole voting and investment power); and Florence L. Robinson Trust—466,676 shares (sole voting and investment power).

⁽³⁾	Includes 3,155,200 shares of Common Stock issuable on conversion of the Class A Stock (including the 1,499,000 shares issuable under the Class A Options) described in Notes 1 and 2 above; 624,506 shares of Common Stock held directly by Mr. Robinson; 312,500 shares of Common Stock under options exercisable by Mr. Robinson within 60 days of the Record Date, including 187,500 options that are in a grantor retained annuity trust for the benefit of Mr. Robinson; 8,734 shares of Common Stock with respect to which Mr. Robinson had voting rights on the Record Date under the Scholastic Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”); 1,683,092 shares of Common Stock owned by the Maurice R. Robinson Trust; 350,000 shares of Common Stock owned by the Florence L. Robinson Trust; 24,406 shares of Common Stock for which Mr. Robinson is custodian under a separate custodial account for his sons; 28,191 shares of Common Stock owned by the Richard Robinson Charitable Fund and 11,092 unvested RSUs scheduled to vest within 60 days of the Record Date held under the Management Stock Purchase Plan (the “MSPP”). Does not include 90,562 unvested RSUs held under the MSPP. The 624,506 shares held directly by Mr. Robinson are pledged to a bank as collateral for a personal loan.

⁽⁴⁾	Does not include an aggregate of 215,666 shares of Common Stock held under Trusts for which Ms. Morrill’s spouse is the trustee, as to which Ms. Morrill disclaims beneficial ownership.

⁽⁵⁾	Does not include 16,550 shares of Common Stock held under trusts for which Mr. Robinson’s spouse is a trustee and 64,728 shares held directly by his spouse, as to which Mr. Robinson disclaims beneficial ownership.

⁽⁶⁾	Includes 8,639 shares of Common Stock held directly by Mr. Hedden; 55,000 shares under options exercisable by Mr. Hedden within 60 days of the Record Date held under the Scholastic Corporation 2001 Stock Incentive Plan (the “2001 Plan”); 1,250 RSUs scheduled to vest within 60 days of the Record Date held under the 2001 Plan; 648,620 shares of Common Stock issuable on conversion of the Class A Stock owned by the Maurice Robinson Trust; and 1,683,092 shares of Common Stock owned by the Maurice R. Robinson Trust. Does not include 4,250 unvested RSUs held under the 2001 Plan, 7,452 unvested RSUs held under the Scholastic Corporation 2011 Stock Incentive Plan (the “2011 Plan”), or 22,808 unvested RSUs held under the MSPP.

⁽⁷⁾	The information for T. Rowe Price Associates, Inc. (“Price Associates”) is derived from a Schedule 13G, dated February 14, 2012, filed with the SEC reporting beneficial ownership as of December 31, 2011. These shares are owned by various individual and institutional investors, as to which Price Associates serves as investment adviser with the sole power to direct investments with regard to all such shares and the sole power to vote 288,340 of such shares. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Price Associates is deemed to be a beneficial owner of these shares; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares.


⁽⁸⁾	The information for Blackrock, Inc. (“Blackrock”) is derived from a Schedule 13G, dated January 20, 2012, filed with the SEC reporting beneficial ownership as of December 31, 2011. Blackrock has the sole power to vote or direct investments with regard to all such shares. Accordingly, for purposes of the reporting requirements of the Exchange Act, Blackrock is deemed to be a beneficial owner of these shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, these shares.

⁽⁹⁾	The information for LSV Asset Management (“LSV”), an investment advisor, is derived from a Schedule 13G, dated February 2, 2012, filed with the SEC reporting beneficial ownership as of December 31, 2011. For purposes of the reporting requirements of the Exchange Act, LSV is deemed to be a beneficial owner of these shares.

⁽¹⁰⁾	The information for Dimensional Fund Advisors LP (“Dimensional Fund”) is derived from a Schedule 13G, dated February 11, 2012, filed with the SEC reporting beneficial ownership as of December 31, 2011. Dimensional Fund serves as investment adviser to four investment companies and as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund may act as an advisor or subadvisor to certain funds. The Funds own these shares, and in its role as investment advisor, subadvisor and/or manager, Dimensional Fund has the sole power to vote and direct investments with regard to all such shares. For purposes of the reporting requirements of the Exchange Act, Dimensional Fund is deemed to be a beneficial owner of these shares; however, Dimensional Fund expressly disclaims that it is, in fact, the beneficial owner of such shares.

Change of Control Arrangement for Certain Class A Stockholders

Pursuant to an agreement dated July 23, 1990 between the Maurice R. Robinson Trust and Richard Robinson, the Maurice R. Robinson Trust has agreed that if it receives an offer from any person to purchase any or all of the shares of Class A Stock owned by the Maurice R. Robinson Trust and it desires to accept such offer, Richard Robinson will have the right of first refusal to purchase all, but not less than all, of the shares of Class A Stock that such person has offered to purchase for the same price and on the same terms and conditions offered by such person. In the event Richard Robinson does not elect to exercise such option, the Maurice R. Robinson Trust shall be free to sell such shares of Class A Stock in accordance with the offer it has received. In addition, if Richard Robinson receives an offer from any person to purchase any or all of his shares of Class A Stock and the result of that sale would be to transfer to any person other than Richard Robinson or his heirs voting power sufficient to enable such other person to elect the majority of the Board, either alone or in concert with any person other than Richard Robinson, his heirs or the Maurice R. Robinson Trust (a “Control Offer”), and Mr. Robinson desires to accept the Control Offer, the Maurice R. Robinson Trust will have the option to sell any or all of its shares of Class A Stock to the person making the Control Offer at the price and on the terms and conditions set forth in the Control Offer. If the Maurice R. Robinson Trust does not exercise its option, Mr. Robinson will be free to accept the Control Offer and to sell his shares of Class A Stock in accordance with the terms of the Control Offer. If the Maurice R. Robinson Trust exercises its option, Mr. Robinson cannot accept the Control Offer unless the person making the Control Offer purchases the shares of Class A Stock that the Maurice R. Robinson Trust has elected to sell.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers and persons who are the beneficial owners of more than 10% of the Common Stock to file reports of their ownership and changes in ownership of the Company’s equity securities with the SEC. The reporting persons are required by SEC regulation to furnish the Company with copies of all Section 16 reports they file. Based on a review of the copies of such forms furnished to the Company and other written representations that no other reports were required during the fiscal year ended May 31, 2012, the Company believes all of its directors, executive officers and greater than ten percent beneficial owners timely filed all Section 16(a) reports required during such fiscal year.

Share Ownership of Management

On the Record Date, each director, each Named Executive Officer reported under the caption “Executive Compensation” and all directors and executive officers as a group beneficially owned shares of the Class A Stock and Common Stock as set forth in the table below. In computing the number of shares and percentage beneficially owned by any stockholder, shares of Class A or Common Stock subject to options or restricted stock units (“RSUs”) held by that person that are currently exercisable or vested or will become exercisable or vested within 60 days of the Record Date are included. Such shares, however, are not deemed outstanding for purposes of computing the percentage owned by any other person.


	Class A Stock						Common Stock
Name	Amount and Nature of Beneficial Ownership ⁽¹⁾			Percent of Class			Amount and Nature of Beneficial Ownership ⁽¹⁾			Percent of Class
Directors
Richard Robinson		3,155,200	⁽²⁾		100	%		6,197,721	⁽³⁾		18.6	%
James W. Barge		—			—			21,000	⁽⁴⁾		*
Marianne Caponnetto		—			—			8,400	⁽⁵⁾		*
John L. Davies		—			—			51,000	⁽⁶⁾		*
Andrew S. Hedden		648,620	⁽²⁾		39.2	%		2,396,601	⁽⁷⁾		7.8	%
Mae C. Jemison		—			—			43,604	⁽⁸⁾		*
Peter M. Mayer		—			—			65,250	⁽⁹⁾		*
John G. McDonald		—			—			52,004	⁽¹⁰⁾		*
Augustus K. Oliver		—			—			56,274	⁽¹¹⁾		*
Richard M. Spaulding		—			—			158,358	⁽¹²⁾		*
Margaret A. Williams		—			—			8,400	⁽⁵⁾		*
Named Executive Officers
Richard Robinson		3,155,200	⁽²⁾		100	%		6,197,721	⁽³⁾		18.6	%
Maureen O’Connell		—			—			275,683	⁽¹³⁾		1.0	%
Margery Mayer		—			—			202,050	⁽¹⁴⁾		*
Judith Newman		—			—			139,420	⁽¹⁵⁾		*
Andrew S. Hedden		648,620	⁽²⁾		39.2	%		2,396,601	⁽⁷⁾		7.8	%
All directors and executive officers as a group (16 persons)		3,155,200	⁽²⁾		100	%		7,435,008	⁽¹⁶⁾		21.7	%


*	Less than 1.0%

⁽¹⁾	Except as indicated in the notes below, each person named has sole voting and investment power with respect to the shares shown opposite his or her name.

⁽²⁾	See the information with respect to Richard Robinson and Andrew S. Hedden under “Principal Holders of Class A Stock and Common Stock” above. The shares of Class A Stock are convertible at the option of the holder into shares of Common Stock at any time on a share-for-share basis.

⁽³⁾	See the information with respect to Richard Robinson under “Principal Holders of Class A Stock and Common Stock” above.

⁽⁴⁾	Includes 4,800 shares of Common Stock held directly by Mr. Barge, 15,000 shares of Common Stock under options exercisable by Mr. Barge within 60 days of the Record Date and 1,200 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the Scholastic Corporation 2007 Outside Directors Stock Incentive Plan (the “2007 Plan”).

⁽⁵⁾	Includes 1,200 shares held directly by such director, 6,000 shares of Common Stock under options exercisable by such director within 60 days and 1,200 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan.

⁽⁶⁾	Includes 4,800 shares of Common Stock held directly by Mr. Davies, 45,000 shares of Common Stock under options exercisable by Mr. Davies within 60 days of the Record Date and 1,200 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan.

⁽⁷⁾	See the information with respect to Andrew S. Hedden under “Principal Holders of Class A Stock and Common Stock” above.

⁽⁸⁾	Includes 3,404 shares of Common Stock held directly by Dr. Jemison, 39,000 shares of Common Stock under options exercisable by Dr. Jemison within 60 days of the Record Date and 1,200 RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan.

⁽⁹⁾	Includes 19,050 shares of Common Stock held directly by Mr. Mayer, 45,000 shares under options exercisable by Mr. Mayer within 60 days of the Record Date and 1,200 RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan.

⁽¹⁰⁾	Includes 5,804 shares of Common Stock held directly by Mr. McDonald, 45,000 shares under options exercisable by Mr. McDonald within 60 days of the Record Date and 1,200 RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan.

⁽¹¹⁾	Includes 10,074 shares of Common Stock held directly by Mr. Oliver, 45,000 shares of Common Stock under options exercisable by Mr. Oliver within 60 days of the Record Date and 1,200 RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan

⁽¹²⁾	Includes 142,158 shares of Common Stock held directly by Mr. Spaulding, 15,000 shares under options exercisable by Mr. Spaulding within 60 days of the Record Date and 1,200 RSUs scheduled to vest within 60 days of the Record Date under the 2007 Plan.

⁽¹³⁾	Includes 23,217 shares of Common Stock held directly by Ms. O’Connell, 25 shares of Common Stock owned by Ms. O’Connell’s minor son, 246,250 shares of Common Stock under options exercisable by Ms. O’Connell within 60 days of the Record Date, 3,000 RSUs scheduled to vest within 60 days of the Record Date under the 2001 Plan and 3,191 RSUs vested or scheduled to vest within 60 days of the Record Date held under the Scholastic Corporation Management Stock Purchase Plan (“MSPP”). Does not include 12,811 unvested RSUs held under the MSPP, 27,222 unvested RSUs held under the 2001 Plan and 13,840 unvested RSUs held under the 2011 Plan.

⁽¹⁴⁾	Includes 34,954 shares of Common Stock held directly by Ms. Mayer, 158,750 shares under options exercisable by Ms. Mayer within 60 days of the Record Date, 2,000 RSUs scheduled to vest within 60 days of the Record Date under the 2001 Plan and 6,346 RSUs vested or scheduled to vest within 60 days of the Record Date held under the MSPP. Does not include 1,679 unvested RSUs held under the MSPP, 7,000 unvested RSUs held under the 2001 Plan and 7,452 unvested RSUs held under the 2011 Plan.

⁽¹⁵⁾	Includes 16,747 shares of Common Stock held directly by Ms. Newman, 108,800 shares under options exercisable by Ms. Newman within 60 days of the Record Date, 9,700 shares underlying RSUs scheduled to vest within 60 days of the Record Date under the 2001 Plan and 4,173 RSUs vested or scheduled to vest within 60 days of the Record Date held under the MSPP. Does not include 399 unvested RSUs held under the MSPP, 7,000 unvested RSUs held under the 2001 Plan and 7,452 unvested RSUs held under the 2011 Plan.

⁽¹⁶⁾

Includes 3,155,200 shares of Common Stock issuable on conversion of the Class A Stock (including the 1,499,000 shares issuable under the Class A Options) described in Notes 1 and 2 on page 4; 1,683,092 shares of Common Stock owned by the Maurice R. Robinson Trust; 350,000 shares of Common Stock owned by the Florence L. Robinson Trust; 18,894 shares of Common Stock for which Mr. Robinson is custodian under a separate custodial account for one of his sons; 5,512 shares of Common Stock owned directly by Mr. Robinson’s sons; and 28,191 shares owned by the Richard Robinson Charitable Fund. Also includes an aggregate of 908,438 shares of Common Stock held directly and 25 shares beneficially owned by all directors and executive officers as a group; an aggregate of 1,220,220 shares of Common Stock under options exercisable by members of the group within 60 days of the Record Date; an aggregate of 25,440 shares underlying RSUs vested or scheduled to vest within 60 days of the Record Date held under the MSPP; an aggregate of 11,996 shares of Common Stock with respect to which members of the group had voting rights as of the Record Date under the 401(k) Plan; and an aggregate of 28,000 shares underlying RSUs scheduled to vest within 60 days of the Record Date held under the 2001 Plan. Does not include an aggregate of 128,017 unvested RSUs held under the MSPP, an aggregate of 30,410 unvested RSUs held under the 2001 Plan and an aggregate of 43,648 unvested RSUs held under the 2011 Plan.

Compensation Committee Interlocks and Insider Participation

No member of the Human Resources and Compensation Committee (the “HRCC”) was at any time during fiscal 2012 an officer or employee of the Company or any of the Company’s subsidiaries nor was any such person a former officer of the Company or any of the Company’s subsidiaries. In addition, no HRCC member is an executive officer of another entity at which an executive officer of the Company serves on the board of directors.

Human Resources and Compensation Committee Report

The HRCC has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement. Based on this review and discussion, the HRCC recommended to the Board (and the Board has approved) that the CD&A be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2012.

The members of the Human Resources and Compensation Committee of the Board of Directors of Scholastic Corporation have provided this report.


	John L. Davies, Chairperson
	Marianne Caponnetto
	Peter M. Mayer
	John G. McDonald

COMPENSATION DISCUSSION AND ANALYSIS

The Company’s compensation programs for its executive officers and other senior management are administered by the Human Resources & Compensation Committee (“HRCC”), which is composed solely of independent directors as defined by NASDAQ rules. The Company’s overall objective is to maintain a compensation system that fosters the short-term and long-term goals of the Company and its stockholders.

The HRCC generally consults with management regarding employee compensation matters. The Company’s Chief Executive Officer, working with the Company’s Human Resources Department, makes annual compensation recommendations to the HRCC for executive officers (other than himself) and senior management, including the Named Executive Officers. The Company’s compensation programs have been adopted in order to implement the HRCC’s compensation philosophy discussed below, while taking into account the Company’s financial position and financial performance. They have been developed with the assistance of the Human Resources Department, as well as independent executive compensation consultants. A description of the composition and procedures of the HRCC is set forth under “Meetings of the Board and its Committees—Human Resources and Compensation Committee” and “Corporate Governance—HRCC Procedures” in “Matters Submitted to Stockholders—Proposal 1: Election of Directors,” below.

The HRCC regularly reviews the Company’s compensation programs and considers appropriate methods to tie the executive compensation program to performance and to further strengthen management’s alignment with stockholders.

Compensation Philosophy and Objectives


Pay Competitively	•	The Company’s goal is to provide a competitive framework, taking into account the financial position and performance of the Company, individual contributions, teamwork, divisional contributions and the external market in which the Company competes for executive talent.

	•	The Company, through competitive compensation policies, strives to foster the continued development of the Company’s operating segments, which in turn builds stockholder value.

	•	In determining the compensation of its Named Executive Officers, the Company seeks to achieve its compensation objectives through a combination of fixed and variable compensation.

	•	The Company reviews the executive compensation of a broad group of companies in the publishing, media and education industries for comparative purposes. The companies included in the compensation peer group are selected based upon several criteria, including size of company by revenues, relevant industry and other factors.


Pay for Performance	•	The Company’s compensation practices are designed to create a direct link between the aggregate compensation paid to each Named Executive Officer and the overall financial performance of the Company.

	•	As applicable to business unit executives, the performance of a specific business unit for which an executive is responsible may also be used to create a link between the achievement of divisional financial goals and the overall financial performance of the Company.

Executives as Stockholders	•	The Company’s compensation practices are also designed to link a portion of each Named Executive Officer’s compensation opportunity directly to the value of the Common Stock through the use of stock-based awards, including stock options and restricted stock units.

Peer Group Analysis

The Company reviews the compensation practices of selected peer companies to use as a general frame of reference, but it does not formally benchmark its compensation against that of such peer companies. The peer companies to which the Company has looked to gauge its competitiveness for these purposes have included but were not limited to the following: Barnes & Noble Inc., Career Education Corporation, Meredith Corporation, The McGraw-Hill Companies, Inc., Pearson plc, Reed Elsevier plc, School Specialty Inc., E. W. Scripps Company, The Washington Post Company and John Wiley & Sons, Inc. Additionally, in analyzing its executive compensation, from time to time the Company reviews general industry compensation surveys, provided by consulting firms, as well as more focused surveys covering a broad base of media companies.

Components of Executive Compensation

The following table provides a brief overview of each of the elements of compensation. A more detailed description of each compensation element follows this table.


Compensation Element		Objective	Key Features
Fixed
Base Salary	•	To establish a fixed level of compensation principally tied to day-to-day responsibilities	•	Base salary is determined taking into account several factors, including individual job performance, salary history, internal equity, competitive external market conditions for recruiting and retaining executive talent, the scope of the executive’s position and level of experience, changes in responsibilities, responsibility for larger, more difficult to manage or more complex initiatives, such as new product development, or positions that require considerable creative talent, creative marketing capability or digital skills, or the management of those providing such creative content, marketing and digital expertise.
Variable
Annual Performance-Based Cash Bonus Awards	•	To provide a reward based upon the achievement of the Company’s financial, operating and strategic goals established for the year	•	Through the use of annual bonus awards, the HRCC ties a significant portion of each Named Executive Officer’s total potential compensation to Company performance which, in the case where the executive officer is responsible for an operating unit of the Company, may also include business unit or segment performance.
Long-Term Incentive Compensation	•	To align the long-term interests of the executives and the Company’s stockholders	•	Stock options, which typically vest ratably over four years, producing value for executives and employees only if the Common Stock price increases over the exercise price.
			•	Restricted stock units, which convert automatically into shares of Common Stock on a 1-to-1 basis upon vesting, generally over a four year period, serving as a retention tool as well as increasing stock ownership.
Other Equity-Based Incentives and Benefit Plans	•	To attract and retain highly qualified executives	•	The Company’s executives participate in the 401(k) Plan on the same terms as all employees.
			•	The ESPP provides a method for all employees, including executives, to purchase Common Stock at a 15% discount.
			•	The MSPP permits senior management to defer receipt of all or a portion of their annual cash bonus payments in order to acquire restricted stock units at a 25% discount.

Base Salary

Base salaries are reviewed annually in the context of the HRCC’s consideration of the effect of base compensation on recruiting and retaining executive talent. In establishing each executive officer’s base salary, including those of the Named Executive Officers, the HRCC considers several factors, including individual job performance, salary history, internal equity, competitive external market conditions for recruiting and retaining executive talent, the scope of the executive’s position and level of experience, changes in responsibilities, responsibility for larger, more difficult to manage or more complex initiatives, such as new product development, or positions that require considerable creative talent, creative marketing capability or digital skills or the management of those providing such creative content, marketing and digital expertise. In considering annual base salary increases, Company financial performance is also taken into consideration.

Consistent with the Company’s policy for all employees, salaries for executive officers and senior management, including the Named Executive Officers, are reviewed annually in either July or September and any increases, based on the compensation objectives discussed above, are generally effective on October 1 of each year. In 2011, the Company conducted a review of market comparisons with a focus on digital positions in the context of the Company’s digital initiatives. This review also included a comparison of internal business unit size. This comprehensive review resulted in a recommendation to group executives into tiers based on comparable responsibilities and to bring pay into closer alignment within each tier. For fiscal 2012, increases to base salary were made for the Named Executive Officers, based in part on the market and internal analysis referred to above. Mr. Robinson received an increase of 11%, Ms. O’Connell received an increase of 7%, Mr. Hedden received an increase of 14%, Ms. Mayer received an increase of 8% and Ms. Newman received an increase of 6%.

For fiscal 2013, the annual salary review, including any salary recommendations for the Named Executive Officers, will be conducted and considered by the HRCC at its September 2012 meeting.

Annual Performance-Based Cash Bonus Awards

The HRCC ties a meaningful portion of each Named Executive Officer’s total potential compensation to Company performance, which, in the case where the Named Executive Officer is responsible for an operating unit of the Company, may also include business unit or segment performance, through the use of annual cash bonus awards. In setting financial and operating performance targets, which are established early in the fiscal year, the HRCC considers Company-wide strategic and operating plans and, where applicable, those of the executive’s business unit or segment. In each case, whether considering the Company as a whole or an executive’s business unit or segment, the HRCC considers the budget for the next fiscal year and sets specific incentive targets that are

directly linked to the Company’s or business unit’s or segment’s financial performance. The continued focus of the annual bonus element of compensation has been to align the interests of senior management, including the Named Executive Officers, with the Company’s financial, operating and strategic goals for the year, and in the case of fiscal 2012, to primarily encourage and reward the achievement of Company-wide goals. In the context of the Company’s key financial and operating goals for fiscal 2013, the emphasis for the annual bonus awards will continue to be focused on overall Company performance as further described below under “MIP/EPIP Revisions and Fiscal 2013 Targets.”

Potential bonus awards for executive officers, including the Named Executive Officers, are set and determined under the Company’s Management Incentive Program (“MIP”) or under the Executive Performance Incentive Plan (“EPIP”), which is designed to be exempt from the application of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) as discussed below under “Regulatory Considerations.” Under the MIP and EPIP, the Company retains the discretion to increase or decrease the total bonus paid to an executive (other than to participants in the EPIP, including the Named Executive Officers, as to whom only discretion to decrease the total bonus is retained) by up to 100% of the achieved target. Upon the recommendation of the Chief Executive Officer, made at the time annual fiscal year targets are established, targets may also be established to reflect certain other Company objectives, such as revenue growth, expense management, strategic development, organizational effectiveness or demonstration of the achievement of certain cross-departmental company or specific individual goals.

Fiscal 2012 Targets

On July 19, 2011, the HRCC set the fiscal 2012 annual MIP and EPIP bonus targets for executive officers and senior management, including the Named Executive Officers, based on Company-wide goals, focusing on the objective of meeting the Company’s fiscal 2012 operating plan, in particular the Operating Income target. The MIP and EPIP provided for a corporate bonus pool to be funded based upon the achievement of the Corporate Operating Income target, and, in the case of the EPIP, the bonuses for all of the Named Executive Officers under the EPIP were to be solely based on achievement of that corporate metric up to the maximum bonus opportunity. Corporate Operating Income was defined for this purpose as the Company’s net revenues less total operating costs and expenses from continuing operations as reported in the Company’s audited financial statements, excluding one-time charges. Discontinued operations are not included for this purpose. In the event that the Corporate Operating Income target is achieved, Named Executive Officers are able to earn between 100% and 150% of target based on corporate or business unit or segment operating profit, as relevant to the particular Named Executive Officer.

Bonus Potentials and Payouts for Fiscal 2012

For each of the Named Executive Officers, individual MIP or EPIP bonus potentials for fiscal 2012 were dependent upon the achievement of Company or business unit or segment targets as indicated in the table below, with the potential bonus payout for each executive ranging from 0% to 150% of the target bonus amount.


Funding Metrics	Corporate Operating Income less than or equal to target		Corporate Operating Income greater than target
				Group/Division Operating Profit
Participants	Corporate Operating Income	Division Operating Profit	Corporate Operating Income	Group	Division Operating Profit Relative Contributions
Named Executive Officers				60%
(Children’s Book Group)	100%	0%	0%	(Overall Children’s	40%
				Book Group
				Operating Profit)
Named Executive Officers
(Business)	100%	0%	0%	N/A	100%
Named Executive Officers
(Staff)	100%	0%	100%	N/A	0%

Target bonus amounts are stated as a percent of base salary. As part of the process to tier executives for pay purposes as described in the base salary discussion above, for fiscal 2012 target bonus amounts were increased for certain of the Named Executive Officers. Ms. O’Connell’s target bonus was increased from 80% to 90% of base salary. Mr. Hedden’s target bonus was increased from 55% to 70% of base salary. Target bonuses for Ms. Mayer and Ms. Newman were increased from 55% to 60% of base salary.

For fiscal 2012, the Company exceeded the Corporate Operating Income target of $140 million by 150%, and, accordingly, the threshold for bonus payout under the EPIP was achieved and payments were made to the Named Executive Officers under the EPIP, as provided below.


Named Executive Officer	Fiscal 2012 Target bonus amount			Fiscal 2012 bonus amount		Fiscal 2012 bonus payout as a percentage of bonus target
Richard Robinson		$	1,164,000	$	1,746,000	150	%
Maureen O’Connell		$	675,000	$	1,012,500	150	%
Margery Mayer		$	399,000	$	598,500	150	%
Judith Newman		$	399,000	$	518,700	130	%
Andrew S. Hedden		$	420,000	$	630,000	150	%

MIP/EPIP Revisions and Fiscal 2013 Targets

As discussed above, the annual bonus awards are generally designed to reward for Company-wide measurable performance, as well as certain other indicators of performance.

With respect to fiscal 2013, the HRCC has again set the MIP and EPIP performance targets primarily based on Company-wide goals, focusing on the objective of meeting the Company’s fiscal 2013 operating plan. A corporate bonus pool will be funded based upon the achievement of the Corporate Operating Income target, and the EPIP bonuses for all of the Named Executive Officers will be solely based on achievement of that corporate metric up to the maximum bonus opportunity. Assuming the Corporate Operating Income target is met for fiscal 2013, the portion of the corporate bonus pool resulting from any performance above target will then be proportionally divided based on Corporate Operating Profit and the Division or Group Operating Profit relative contribution in accordance with the table below. Corporate Operating Income is defined for this purpose as the Company’s net revenues less total operating costs and expenses from continuing operations as reported in the Company’s audited financial statements, excluding non-standard items. Achievement of Division Operating Profit for those of the Named Executive Officers in the Children’s Book Group, as well as other senior management in such Group, will be proportionally divided based on Group Operating Profit and Division Operating Profit.


Funding Metrics	Corporate Operating Income less than or equal to target		Corporate Operating Income greater than target
				Group/Division Operating Profit
Participants	Corporate Operating Income	Division Operating Profit	Corporate Operating Income	Group	Division Operating Profit Relative Contributions
Named Executive Officers				70%
(Children’s Book Group)	100%	0%	0%	(Overall Children’s	30%
				Book Group
				Operating Profit)
Named Executive Officers
(Business)	100%	0%	0%	N/A	100%
Named Executive Officers
(Staff)	100%	0%	100%	N/A	0%

In the event the Corporate Operating Income target is exceeded, for fiscal 2013 the bonus pool may be increased to fund up to a maximum of 150% of the target amount for the bonus pool. While individual payouts can be adjusted based on individual performance, in no case can the sum of all individual payouts exceed the total of the available corporate bonus pool. Also, if the corporate bonus pool is not funded by at least 25% of its target amount, a discretionary pool may, if determined by the HRCC, be funded within the range of 20-25% of the actual funding to be used for retention purposes for the top 10-20% highest performing employees based on recommendations to the HRCC resulting from individual performance analyses by the Human Resources Department.

Long-Term Incentive Compensation

The HRCC, which is comprised solely of independent directors as defined by NASDAQ rules, determines the awards of long-term compensation through equity incentives (in the form of stock options and restricted stock units) granted to executive officers and

senior management as well as other eligible employees. Prior to September 2011, when the Stock Grant Committee (the “SGC”) was merged into the HRCC, these determinations were made by the SGC.

The practice of the HRCC is to consider:


	•	Annual equity grants to key employees, including the Named Executive Officers and other executive officers and members of senior management, at its regularly scheduled meeting in either July or September.

	•	Equity grants at other times depending upon circumstances such as promotions, new hires or special considerations.

From September 2001 through July 2011, most of the equity awards were made under the Scholastic Corporation 2001 Stock Incentive Plan (the “2001 Plan”), which provided for the grant of non-qualified stock options, incentive stock options, restricted stock and other stock-based awards. Only non-qualified stock options and restricted stock units were granted under the 2001 Plan, which expired in July 2011. Certain of the Named Executive Officers also have stock options remaining outstanding under the Scholastic Corporation 1995 Stock Option Plan (the “1995 Plan”), which expired in September 2005 and provided only for the grant of non-qualified stock options. The Company currently makes its grants of stock options and restricted stock units under the Scholastic Corporation 2011 Stock Incentive Plan (the “2011 Plan”), which was approved by the Board in July 2011 and the Class A stockholders in September 2011.

The HRCC has determined that its current practice should continue to be to generally consider the award of restricted stock units and stock options, including a combination of both in appropriate cases, which determination reflects the desire to maintain a strong long-term equity component in executive compensation and to reduce, through the restricted stock unit component, the number of equity units required to provide such component. Accordingly, the Company currently utilizes grants of stock options, restricted stock units or a combination of both to qualified executives, including the Named Executive Officers.

Options to Purchase Common Stock and Restricted Stock Units

Equity grants made under the 2011 Plan during fiscal 2012 to executive officers and senior management, including the Named Executive Officers, were determined by the HRCC (or the SGC prior to September 2011) based upon the compensation objectives of the HRCC, as discussed above, and informed by the evolving nature of executive compensation practices.

At their September 2011 meeting, the HRCC determined that, going forward, equity grants would be determined based on an intended target dollar value at the time of grant, rather than a flat number of equity units. This allows for better consistency from year to year as market fluctuations would not impact the value at grant.

In determining the target value of the equity grants for the Named Executive Officers, the SGC considered numerous factors, including:


	•	the level of responsibility of the individual;

	•	the individual’s job performance and ability to influence corporate results;

	•	the number of stock options and restricted stock units previously granted to that individual;

	•	the cost to the Company under FASB ASC Topic 718 and the related effect of equity grants on earnings per share dilution; and

	•	competitive market practices.

During fiscal 2012, other than in the case of new hires, the HRCC (or the SGC prior to September 2011) granted equity-based awards, the aggregate dollar value of which was primarily comprised of 60% restricted stock units and 40% stock options. In determining value, restricted stock units were valued based on the fair value of the underlying Common Stock on the grant date and stock options were valued based on the Black-Scholes option pricing model, with an exercise price equal to the fair value of the underlying Common Stock on the grant date. The Chief Executive Officer continued to receive long-term incentive compensation solely in the form of stock options. The reason for this form of long-term incentive compensation is discussed below under “Equity Awards for the Chief Executive Officer”.

Stock options produce value for executives and employees only if the Common Stock price increases over the exercise price, which is set at the fair market value of the Common Stock on the date of grant, calculated as the average of the high and low prices on the date of grant. The Company historically has calculated the exercise price of stock options by this method, which it believes gives a fair market value and eliminates price fluctuations during the day that the grant is made. Also, through vesting and forfeiture provisions, both stock options and restricted stock units create incentives for executive officers and senior management to remain with the Company. Stock options granted in fiscal 2012 to executive officers and senior management, including the Named Executive Officers, vest in 25% annual installments beginning on the first anniversary of the grant date and expire after ten years.

Restricted stock units granted under the 2011 Plan convert automatically into shares of Common Stock on a one-to-one basis upon vesting. The 2011 Plan does not permit the deferral of restricted stock units, and the vesting of time-based restricted stock units, including those granted to the Named Executive Officers and other member of senior management, is in four equal annual installments beginning with the first anniversary of the date of grant.

The specific fiscal 2012 grants to the Named Executive Officers are set forth below in the “Grants of Plan-Based Awards” table, and information regarding the equity awards held by the Named Executive Officers as of the end of fiscal 2012 is set forth below in the “Outstanding Equity Awards at May 31, 2012” table. The HRCC made its long-term incentive compensation grants for fiscal 2012 in October 2011, following the approval of the Class A Stockholders of the 2011 Plan.

Equity Awards for the Chief Executive Officer

In 2004, the HRCC concluded that Mr. Robinson’s long-term incentive compensation opportunities had been significantly below those made available to the chief executive officers of other companies in the publishing, media and education industries reviewed by the HRCC. As a result of its review of this issue, taking into account Mr. Robinson’s overall compensation, the Company adopted the Scholastic Corporation 2004 Class A Stock Incentive Plan (the “Class A Plan”), which was designed to enable the HRCC and the SGC to grant options to Mr. Robinson to acquire Class A Stock (“Class A Options”). The HRCC concluded that the Class A Plan was in the best interests of the Company and its stockholders since options granted thereunder would, in its opinion, be a significant motivating factor for Mr. Robinson and would also reflect Mr. Robinson’s stated intention to treat any long-term incentive compensation opportunities provided to him under the Class A Plan as a long-term investment in the Company. Mr. Robinson was the only eligible participant in the Class A Plan. Mr. Robinson received a total of 1,499,000 Class A Options under the Class A Plan during the period 2004 through 2008, at which time the program contemplated by the Class A Plan was completed.

In each of July 2009 and August 2010, Mr. Robinson was granted options under the 2001 Plan to purchase 250,000 shares of Common Stock by the SGC, at the same time as the long-term incentive grants were also awarded to other executive officers and senior management by the SGC for fiscal 2010 and fiscal 2011, respectively. For fiscal 2012, in October 2011 Mr. Robinson was granted options under the 2011 Plan to purchase 224,152 shares of Common Stock by the HRCC, at the same time as the long-term incentive grants were also awarded to other executive officers and senior management.

Information regarding the equity awards held by Mr. Robinson as of the end of fiscal 2012 is set forth in the “Outstanding Equity Awards at May 31, 2012” table.

Other Equity-Based Incentives

The Scholastic Corporation Employee Stock Purchase Plan (as amended, the “ESPP”) and the Scholastic Corporation Management Stock Purchase Plan (as amended, the “MSPP”) were designed to augment the Company’s stock-based incentive programs by providing participating employees with equity opportunities intended to further align their interests with the Company and its stockholders. The purpose of the ESPP is to encourage broad-based employee stock ownership. The ESPP is offered to United States-based employees, including executive officers other than Mr. Robinson. The ESPP permits participating employees to purchase, through after-tax payroll deductions, Common Stock at a 15% discount from the closing price of the Common Stock on the last business day of each calendar quarter. Of the Named Executive Officers, only Mr. Hedden is currently participating in the ESPP.

Under the MSPP, which was adopted in 1999 in order to provide an additional incentive for senior management to invest in Common Stock through the use of their cash bonuses paid under the MIP or EPIP, eligible members of senior management may use such annual cash bonus payments on a tax-deferred basis to make equity investments in the Company at a discounted purchase price. With respect to fiscal 2012, senior management participants were permitted to defer receipt of all or a portion of their annual cash bonus payments, which will be used to acquire restricted stock units (“RSUs”) at a 25% discount from the lowest closing price of the underlying Common Stock during the fiscal quarter ending on August 31, 2012. The deferral period chosen by the participants may not be less than the three-year vesting period for the RSUs, with the first three years of deferral running concurrently with the vesting period. Upon expiration of the applicable deferral period, the RSUs are converted into shares of Common Stock on a one-to-one basis. During fiscal 2012, seven members of senior management elected to participate in the MSPP.

The chart below reflects the allocation by each of the Named Executive Officers of his or her bonus to the MSPP for fiscal 2012.


Named Executive Officer	Fiscal 2012 Bonus amount			% allocation to the MSPP for fiscal 2012 Bonus		Dollar amount of Bonus to be used for the purchase of RSUs on 9/1/2012
Richard Robinson		$	1,746,000	50	%		$	873,000
Maureen O’Connell		$	1,012,500	20	%		$	202,500
Margery Mayer		$	598,500	0	%		$	0
Judith Newman		$	518,700	20	%		$	103,740
Andrew S. Hedden		$	630,000	50	%		$	315,000

Results of Stockholder Advisory Votes on Compensation of Named Executive Officers

At the 2011 Annual Meeting of Stockholders, the Class A Stockholders approved the fiscal 2011 compensation for the Company’s Named Executive Officers, including the policies and practices related thereto. The Company believes this vote reflected the general satisfaction of the Class A Stockholders with the Company’s compensation philosophy for Named Executive Officers. Accordingly, the HRCC is continuing to apply the same general principles in determining the amounts and types of executive compensation for fiscal 2012 as outlined in the Company’s compensation philosophy and framework described above. In addition, at the same meeting the Class A Stockholders approved a determination that the Company hold advisory votes on Named Executive Officer compensation once every three years. As a result, the next advisory vote on Named Executive Officer compensation will take place in 2014, following the conclusion of the 2014 fiscal year. The HRCC intends to consider the results of future votes in crafting the Company’s compensation programs for its Named Executive Officers in future years.

Regulatory Considerations

Section 162(m) of the Code generally disallows a Federal income tax deduction for compensation paid by a publicly held corporation in excess of $1 million to certain of its executive officers, unless the amount of such excess constitutes “qualified performance-based compensation,” including income from certain stock option awards and compensation payable based solely upon the attainment of pre-established, objective performance criteria. Stock option awards under the Company’s 1995 Plan, 2001 Plan and 2011 Plan constitute qualified performance-based compensation and income realized upon the exercise of such stock options is fully deductible by the Company notwithstanding the limits of Code Section 162(m). The Company has taken steps so that certain other components of the incentive compensation it makes available to its Named Executive Officers meet the requirements of qualified performance based compensation and are fully deductible. For example, amounts payable under the EPIP are intended to be exempt from the deduction limits of Section 162(m) as qualified performance-based compensation. Any EPIP bonuses deferred under the Management Stock Purchase Plan by a Named Executive Officer are fully deductible when paid; however, the 25% discount at which such deferrals are converted into restricted stock units under the MSPP does not constitute qualified performance based compensation and counts towards the $1 million deduction limit of Section 162(m). Time-vested restricted stock units awarded under the Company’s 2001 Plan and 2011 Plan also do not constitute qualified performance-based compensation and income realized by a Named Executive Officer from such awards counts towards the $1 million deduction limit of Section 162(m). In appropriate circumstances, the HRCC may deem it appropriate to pay compensation or make incentive or retentive awards, such as time-vested restricted stock units, that do not constitute qualified performance-based compensation and therefore may not be deductible under Section 162(m). The time-vested restricted stock units awarded to the Named Executive Officers during fiscal 2012, as previously described, do not constitute qualified performance-based compensation under Section 162(m).

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation earned by or paid to the Named Executive Officers for the fiscal years ended May 31, 2012, May 31, 2011 and May 31, 2010 as indicated below.


Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards⁽¹⁾ ($)		Option Awards⁽²⁾ ($)		Non-Equity Incentive Plan Compensation⁽³⁾($)			Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁴⁾ ($)			All Other Compen- sation⁽⁵⁾ ($)		Total ($)
Richard Robinson	2012	$	933,461	$	0	$	0	$	2,300,005		$	1,746,000		$	88,553	$	222,498	$	5,290,517
Chairman of the Board,	2011	$	870,000	$	350,000	$	0	$	2,195,000		$	283,024		$	21,231	$	538,995	$	4,258,250
Chief Executive Officer	2010	$	870,000	$	0	$	0	$	1,947,500		$	1,261,500		$	4,336	$	198,728	$	4,282,064
and President
Maureen O’Connell	2012	$	731,731	$	0	$	390,011	$	259,998		$	1,012,500		$	109	$	37,565	$	2,431,914
Executive Vice President,	2011	$	700,000	$	535,000	$	273,720	$	172,560		$	165,615		$	99	$	83,804	$	1,930,798
Chief Administrative	2010	$	700,000	$	250,000	$	402,360	$	0		$	738,182		$	839	$	47,105	$	2,138,486
Officer and Chief
Financial Officer
Margery Mayer	2012	$	647,827	$	0	$	209,997	$	139,997		$	598,500		$	2,628	$	21,066	$	1,620,015
Executive Vice President	2011	$	618,000	$	215,000	$	182,480	$	230,080		$	86,657		$	2,341	$	23,932	$	1,358,490
and President, Scholastic	2010	$	618,000	$	194,370	$	229,920	$	207,500		$	485,430		$	10,368	$	15,304	$	1,760,892
Education
Judith Newman	2012	$	651,544	$	0	$	209,997	$	139,997		$	518,700		$	2,236	$	35,517	$	1,557,991
Executive Vice President	2011	$	626,437	$	150,000	$	182,480	$	115,040		$	0		$	2,023	$	36,438	$	1,112,418
and President, Scholastic	2010	$	626,437	$	0	$	229,920	$	0		$	410,316		$	13,863	$	36,436	$	1,316,972
Book Clubs and
E-Commerce
Andrew S. Hedden	2012	$	572,596	$	0	$	209,997	$	139,997		$	630,000		$	0	$	33,889	$	1,586,479
Executive Vice President,	2011	$	525,000	$	100,000	$	114,050	$	71,900		$	83,013		$	0	$	134,919	$	1,028,882
General Counsel and	2010	$	525,000	$	0	$	134,120	$	0		$	346,023		$	0	$	9,122	$	1,014,265
Secretary


⁽¹⁾	Represents the grant date fair value under FASB ASC Topic 718 of awards of restricted stock units granted to the Named Executive Officers in the fiscal year indicated. Assumptions used in determining the fair value can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, “Consolidated Financial Statements and Supplementary Data,” in the Annual Report, disregarding estimates of forfeitures related to service-based vesting conditions. There were no forfeitures during fiscal 2012, 2011 or 2010 for the Named Executive Officers.

⁽²⁾	Represents the grant date fair value under FASB ASC Topic 718 of awards of stock options granted to the Named Executive Officers in the fiscal year indicated. Assumptions used in determining fair value can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, “Consolidated Financial Statements and Supplementary Data,” in the Annual Report, disregarding estimates of forfeitures related to service-based vesting conditions. There were no forfeitures during fiscal 2012, 2011 or 2010 for the Named Executive Officers.

⁽³⁾	Represents the full amount of the cash bonus actually awarded to the Named Executive Officer with regard to the fiscal year under the MIP, including any amounts deferred at such person’s election and invested in RSUs under the MSPP. For fiscal 2012, Mr. Robinson, Ms. O’Connell, Ms. Mayer, Ms. Newman and Mr. Hedden had elected to invest 50%, 20%, 0%, 20% and 50%, respectively, of his or her fiscal 2012 bonus for the purchase of RSUs, which will occur on September 4, 2012. For fiscal 2011, Mr. Robinson, Ms. O’Connell, Ms. Mayer, Ms. Newman and Mr. Hedden had elected to invest 100%, 20%, 5%, 0% and 50%, respectively, of his or her fiscal 2011 bonus for the purchase of RSUs, which occurred on September 1, 2011. For fiscal 2010, Mr. Robinson, Ms. O’Connell, Ms. Mayer, Ms. Newman and Mr. Hedden elected to invest 100%, 25%, 5%, 0% and 100%, respectively, of his or her fiscal 2010 bonus for the purchase of RSUs, which occurred on September 1, 2010.


⁽⁴⁾	Represents the actuarial present value of the Named Executive Officer’s accumulated benefit under the Company’s Cash Balance Retirement Plan on the pension plan measurement date used for financial statement purposes for fiscal 2012, fiscal 2011 and fiscal 2010. Mr. Hedden joined the Company on December 1, 2008, and is not eligible to participate in the Company’s Cash Balance Retirement Plan, which was frozen to new participants on June 1, 2009.

⁽⁵⁾	All Other Compensation is further described in the table entitled “Summary of All Other Compensation” below.

Summary of All Other Compensation


Name	Fiscal Year	401(k) Plan Matching Contributions ($)	Life Insurance Premiums ($)	RSU Cost⁽¹⁾ ($)		Perquisites⁽²⁾ ($)			Dividend Earnings on vested MSPP RSUs and unvested 2001/2011 Plan RSUs⁽³⁾ ($)			Total ($)
Richard Robinson	2012	$7,350	$240	$	136,099		$	78,809		$	0	$	222,498
	2011	$7,350	$258	$	453,089		$	78,298		$	0	$	538,995
	2010	$7,350	$270	$	114,248		$	76,860		$	0	$	198,728
Maureen O’Connell	2012	$7,096	$480	$	15,920		$	0		$	14,069	$	37,565
	2011	$7,173	$515	$	66,278		$	0		$	9,838	$	83,804
	2010	$7,173	$540	$	32,867		$	0		$	6,525	$	47,105
Margery Mayer	2012	$7,350	$480	$	2,078		$	0		$	11,158	$	21,066
	2011	$6,125	$515	$	8,717		$	0		$	8,575	$	23,932
	2010	$4,900	$540	$	3,564		$	0		$	6,300	$	15,304
Judith Newman	2012	$7,099	$480	$	0		$	17,017		$	10,921	$	35,517
	2011	$7,166	$515	$	0		$	16,381		$	12,376	$	36,438
	2010	$7,166	$540	$	4,110		$	15,283		$	9,337	$	36,436
Andrew S. Hedden	2012	$7,822	$240	$	19,956		$	0		$	5,871	$	33,889
	2011	$7,139	$415	$	124,277		$	0		$	3,088	$	134,919
	2010	$7,007	$540	$	0		$	0		$	1,575	$	9,122


⁽¹⁾	Represents the compensation cost to the Company in respect of the 25% MSPP discount for the restricted stock units purchased by the Named Executive Officer under the MSPP in the year indicated using the bonus that would otherwise would have been paid in such year. The compensation cost is computed using the grant date fair value under FASB ASC Topic 718. Assumptions used in determining fair value can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, “Consolidated Financial Statements and Supplementary Data,” in the Annual Report.

⁽²⁾	For Mr. Robinson, $72,495, $70,933, and $69,634 of the amounts shown for fiscal 2012, 2011 and 2010, respectively, represents a portion of the compensation of certain employees who perform administrative services for Mr. Robinson personally from time to time, $5,362, $5,209 and $5,304 represents club membership dues used partially for personal use for fiscal 2012, 2011 and 2010, respectively, and $952, $2,156 and $1,922 for fiscal 2012, 2011 and 2010, respectively, represents fees paid by the Company for executive physicals. For Ms. Newman, the amounts shown for fiscal 2012, 2011 and 2010 represent payments made by the Company for personal use of a company-provided automobile, based on information provided by her.

⁽³⁾	In fiscal 2012, the Company made four dividend payments, two of which were at a quarterly dividend rate of $.10 per share on the Common and the Class A Stock and two of which were at $.125 per share on the Common and the Class A Stock. In fiscal 2011, the Company made four dividend payments, two of which were at a quarterly dividend rate of $.10 per share on the Common and the Class A Stock and two of which were at $.075 per share on the Common and the Class A Stock. In fiscal 2010, the Company made four dividend payments at $.075 per share on the Common and the Class A Stock. Under the MSPP, all vested RSUs issued thereunder receive dividend earnings. Under the 2001 Plan and the 2011 Plan, restricted stock units are entitled to dividend earnings from the date of grant. This column reflects dividend earnings accrued under all such plans for the periods indicated.

GRANTS OF PLAN-BASED AWARDS

The following table provides information on cash bonus, stock options and restricted stock units granted in fiscal 2012 to each of the Named Executive Officers.


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾
Name	Grant Date	Threshold ($)			Target ($)		Maximum ($)		All Other Stock Awards: Number of Shares of Stock or Units⁽²⁾ (#)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards⁽³⁾ ($/Sh)	Closing Market Price on Grant Date ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁽⁴⁾($)
Richard	—		$	291,000	$	1,164,000	$	1,746,000	—		224,172	$28.18	$27.74	$	2,300,005
Robinson	10/7/2011
Maureen	—		$	168,750	$	675,000	$	1,012,500
O’Connell	10/7/2011								13,840	⁽⁴⁾		$28.18	$27.74	$	390,011
	10/7/2011										27,837	$28.18	$27.74	$	259,998
Margery	—		$	99,750	$	399,000	$	598,500
Mayer	10/7/2011								7,452	⁽⁴⁾		$28.18	$27.74	$	209,997
	10/7/2011										14,989	$28.18	$27.74	$	139,997
Judith	—		$	99,750	$	399,000	$	598,500
Newman	10/7/2011								7,452	⁽⁴⁾		$28.18	$27.74	$	209,997
	10/7/2011										14,989	$28.18	$27.74	$	139,997
Andrew S.	—		$	105,000	$	420,000	$	630,000
Hedden	10/7/2011								7,452	⁽⁴⁾		$28.18	$27.74	$	209,997
	10/7/2011										14,989	$28.18	$27.74	$	139,997


⁽¹⁾	Represents the potential amounts of cash bonus that could have been received for fiscal 2012 under the MIP/EPIP. See the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the non-equity incentive plan awards actually earned by the Named Executive Officers in fiscal 2012 and paid in fiscal 2013.

⁽²⁾	Represents restricted stock units that vest in 25% increments beginning with the first anniversary from the date of grant.

⁽³⁾	The exercise price for all options is equal to the average of the high and low Common Stock price as reported on NASDAQ on the respective grant dates.

⁽⁴⁾	This column shows the fair values of restricted stock units and stock options as of the grant date computed in accordance with FASB ASC Topic 718. The Black-Scholes value per option used to calculate the grant date fair value was $10.26 in the case of Mr. Robinson and $9.34 for all the other Named Executive Officers.

OUTSTANDING EQUITY AWARDS AT MAY 31, 2012

The following table sets forth certain information with regard to all unexercised options and all unvested restricted stock units held by the Named Executive Officers at May 31, 2012.


		Option Awards						Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options⁽¹⁾ (#) Exercisable		Number of Securities Underlying Unexercised Options⁽¹⁾ (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested⁽²⁾ (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾($)
Richard	7/18/2002	5,850				$36.23	7/18/2012
Robinson
	9/20/2004	333,000	⁽³⁾			$29.49	9/20/2014
	9/21/2005	333,000	⁽³⁾			$36.41	9/21/2015
	9/20/2006	333,000	⁽³⁾			$30.08	9/20/2016
	9/19/2007	250,000	⁽³⁾			$36.21	9/19/2017
	9/24/2008	187,000	⁽³⁾	62,500	⁽³⁾	$27.93	9/24/2018
	7/22/2009	125,000		125,000		$19.33	7/22/2019
	8/27/2010	62,500		187,500		$22.81	8/27/2020
	10/7/2011	224,172				$28.18	10/7/2021
Maureen	3/20/2007	100,000				$34.85	3/20/2017
O’Connell
	9/19/2007	9,000				$36.21	9/19/2017
	12/11/2007	100,000				$34.84	12/11/2017
	7/22/2008			6,250		$27.25	7/22/2018	1,000		$	26,950
	9/24/2008			25,000		$27.93	9/24/2018
	7/21/2009							10,500		$	282,975
	8/27/2010			18,000		$22.81	8/27/2020	9,000		$	242,550
	10/7/2011			27,837		$28.18	10/7/2021	13,840		$	372,988
Margery	7/18/2002	27,540				$36.23	7/18/2012
Mayer
	7/19/2005	34,000				$37.38	7/19/2015
	7/18/2006	33,000				$27.52	7/18/2016
	7/17/2007	33,000				$35.38	7/17/2017
	9/19/2007	9,000				$36.21	9/19/2017
	7/22/2008	11,250		3,750		$27.25	7/22/2018	1,000		$	26,950
	7/21/2009							6,000		$	161,700
	9/22/2009	12,500		12,500		$24.52	9/22/2019
	8/27/2010	8,000		24,000		$22.81	8/27/2020	6,000		$	161,700
	10/7/2011			14,989		$28.18	10/7/2021	7,452		$	200,831


		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options⁽¹⁾ (#) Exercisable	Number of Securities Underlying Unexercised Options⁽¹⁾ (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested⁽²⁾ (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾($)
Judith	7/18/2002	10,000		$36.23	7/18/2012
Newman
	9/20/2005	25,000		$36.92	9/20/2015
	9/19/2006	6,800		$29.74	9/19/2016
	7/17/2007	20,000		$35.38	7/17/2017
	9/19/2007	9,000		$36.21	9/19/2017
	5/20/2008	25,000		$29.81	5/20/2018
	7/22/2008	11,250	3,750	$27.25	7/22/2018	1,000		$	26,950
	7/21/2009					6,000		$	161,700
	8/27/2010	4,000	12,000	$22.81	8/27/2020	6,000		$	161,700
	10/7/2011		14,989	$28.18	10/7/2021	7,452		$	200,831
Andrew S.	12/16/2008	50,000	25,000	$16.48	12/16/2018
Hedden
	7/21/2009					3,500		$	94,325
	8/27/2010	2,500	7,500	$22.81	8/27/2020	3,750		$	101,063
	10/7/2011		14,989	$28.18	10/7/2021	7,452		$	200,831


⁽¹⁾	All stock options that were granted in fiscal 2012, 2011 and 2010 vest in 25% increments beginning with the first anniversary of the date of grant.

⁽²⁾	For restricted stock units granted in fiscal 2011 and 2010, 25% of the grant vests thirteen months after the grant date and the remaining 75% vests in equal increments on the 2nd, 3rd and 4th anniversaries of the grant date. For restricted stock units granted in fiscal 2012, the restricted stock units vest in annual 25% increments beginning with the first anniversary of the date of grant. The market value of restricted stock unit awards was calculated by multiplying the number of shares of Common Stock underlying the restricted stock units by $26.95, the closing price of the Common Stock on NASDAQ on May 31, 2012.

⁽³⁾	Represents a grant of Class A Options.

OPTION EXERCISES AND STOCK VESTED

The following table shows the number of shares of Common Stock acquired during fiscal 2012 upon the exercise of stock options and upon vesting of restricted stock units:


	Option Awards						Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)				Number of Shares Acquired on Vesting⁽⁵⁾ (#)	Value Realized on Vesting⁽⁵⁾($)
Richard Robinson	0			$	0		0		$	0
Maureen O’Connell	99,750	⁽¹⁾		$	859,425	⁽¹⁾	10,750		$	308,240
Margery Mayer	85,000	⁽²⁾		$	313,130	⁽²⁾	7,500		$	214,355
Judith Newman	140,000	⁽³⁾		$	772,563	⁽³⁾	6,000		$	172,880
Andrew S. Hedden	25,000	⁽⁴⁾		$	299,750	⁽⁴⁾	3,000		$	86,268


⁽¹⁾	During fiscal 2012, Ms. O’Connell exercised options to purchase 99,750 shares of Common Stock. In accordance with SEC rules, the Value Realized on Exercise was calculated by subtracting the grant prices of $22.81, $27.25 and $27.93 from the fair market value of the underlying Common Stock on the date of exercise. For purposes of this table, in accordance with SEC rules, the fair market value of the Common Stock on the date of exercise was computed as the closing price for the Common Stock as reported on NASDAQ on the date of exercise, March 19, 2012, which was $36.11.

⁽²⁾	During fiscal 2012, Ms. Mayer exercised options to purchase 85,000 shares of Common Stock. In accordance with SEC rules, the Value Realized on Exercise was calculated by subtracting the grant prices of $28.11 and $27.46 from the fair market value of the underlying Common Stock on the applicable dates of exercise. For purposes of this table, in accordance with SEC rules, the fair market value of the Common Stock on the dates of exercise was computed as the closing price for the Common Stock as reported on NASDAQ on the dates of exercise, July 28, 2011, January 10, 2012, January 13, 2012 and March 19, 2012, which were $29.10, $30.17, $29.54 and $36.11, respectively.

⁽³⁾	During fiscal 2012, Ms. Newman exercised options to purchase 140,000 shares of Common Stock. In accordance with SEC rules, the Value Realized on Exercise was calculated by subtracting the grant prices of $29.81, $28.11, $27.46 and $36.23 from the fair market value of the underlying Common Stock on the applicable dates of exercise. For purposes of this table, in accordance with SEC rules, the fair market value of the Common Stock on the dates of exercise was computed as the closing price for the Common Stock as reported on NASDAQ on the dates of exercise, March 27, 2012, March 28, 2012, March 29, 2012, March 30, 2012, April 2, 2012, April 3,2012, April 9, 2012, April 12, 2012, April 13, 2012 and April 17, 2012, which were $36.45, $36.29, $35.29, $35.28, $36.39, $36.33, $34.24, $34.74, $34.41 and $34.19, respectively.

⁽⁴⁾	During fiscal 2012, Mr. Hedden exercised options to purchase 25,000 shares of Common Stock. In accordance with SEC rules, the Value Realized on Exercise was calculated by subtracting the grant price of $16.48 from the fair market value of the underlying Common Stock on the date of exercise. For purposes of this table, in accordance with SEC rules, the fair market value of the Common Stock on the date of exercise was computed as the closing price for the Common Stock as reported on NASDAQ on the date of exercise, October 19, 2011, which was $28.47.

⁽⁵⁾	In accordance with SEC rules, the Value Realized on Vesting was computed based on the closing price of the Common Stock as reported on NASDAQ on the vesting dates. Ms. O’Connell had 5,250 RSUs, each of Ms. Mayer and Ms. Newman had 3,000 RSUs and Mr. Hedden had 1,750 RSUs vest on July 21, 2011 and the closing price on that date was $29.26. Ms. O’Connell, Ms. Mayer and Ms. Newman each had 1,000 RSUs vest on July 22, 2011 and the closing price on that day was $29.00. Ms. O’Connell and Ms. Mayer each had 1,500 RSUs vest on September 19, 2011 and the closing price on that date was $27.65. Ms. O’Connell, Ms. Newman, Ms. Mayer and Mr. Hedden each had 3,000, 2,000, 2,000 and 1,250 RSUs, respectively, vest on September 27, 2011 and the closing price on that date was $28.05.

Pension Plan

Prior to June 1, 2009, the Company maintained the Scholastic Corporation Cash Balance Retirement Plan for substantially all of its employees based in the United States, including the Named Executive Officers (the “Retirement Plan”). Effective as of June 1, 2009, the Retirement Plan closed to new participants and accrual of future benefits under the Plan stopped. Accordingly, a participant’s benefit does not consider pay earned and service credited after June 1, 2009. Interest on the account balances is accrued monthly based on the average rate for one-year United States Treasury Bills plus 1.0%. Participants in the Retirement Plan became fully vested in their accrued benefits upon completion of three years of service. Vested retirement benefits are payable in the form of a lump-sum or annuity payment upon retirement, termination, death or disability.

The Retirement Plan had been amended and restated to a cash balance plan effective June 1, 1999. All plan participants as of July 1, 1998 who were at least age 50 as of June 1, 1999 were given the option to remain under a modified version of the Retirement Plan’s benefit formula used prior to such amendment and restatement (the “Prior Benefit Formula”). Effective June 1, 2009, accrual of future benefits under the Prior Benefit Formula also stopped. Accordingly, a participant’s benefit does not consider pay earned and service credited after June 1, 2009. Mr. Robinson elected to continue participation under the Prior Benefit Formula, which, prior to June 1, 2009, provided covered participants with retirement benefits based upon career average compensation. Individual participant contributions are not required and the Company makes all required contributions. The Prior Benefit Formula provides for an annual benefit payable at retirement equal to, for each year of credited service, 1.5% of that portion of the participant’s basic annual compensation up to $13,650, plus 2.0% of that portion of the participant’s basic annual compensation in excess of $13,650. At July 1, 2012, Mr. Robinson had earned an estimated annual benefit payment using the Prior Benefit Formula of $74,474, which is net of the benefit transferred to his former spouse pursuant to a matrimonial agreement. In 2007, Mr. Robinson reached age 70.5, and, as required by law, on April 1, 2008 he began receiving the benefit he accrued through January 1, 2008 under the Retirement Plan.

The following table sets forth the years of credited service, the present value of benefits accumulated and any payments received during the last fiscal year by each of the Named Executive Officers under the Retirement Plan, in each case computed as of May 31, 2012, the same measurement date as used in the Consolidated Financial Statements included in the Annual Report.

PENSION BENEFITS


Name	Plan Name	Number of Years of Credited Service (#)⁽¹⁾	Present Value of Accumulated Benefit ($)⁽²⁾			Payments During Last Fiscal Year ($)
Richard Robinson	Scholastic Corporation Cash
	Balance Retirement Plan	47		$	652,836		$	74,474	⁽³⁾
Maureen O’Connell	Scholastic Corporation Cash
	Balance Retirement Plan	2		$	4,201		$	0
Margery Mayer	Scholastic Corporation Cash
	Balance Retirement Plan	19		$	97,745		$	0
Judith Newman	Scholastic Corporation Cash
	Balance Retirement Plan	16		$	85,158		$	0
Andrew S. Hedden⁽⁴⁾	Scholastic Corporation Cash
	Balance Retirement Plan	0		$	0		$	0


⁽¹⁾	The valuation method and material assumptions used in determining pension benefits and obligations can be found in Note 1 of Notes to Consolidated Financial Statements included in Item 8, “Consolidated Financial Statements and Supplementary Data,” in the Annual Report.

⁽²⁾	Pay earned and service credited after June 1, 2009 will not be considered in determining the Named Executive Officer’s benefit as the Retirement Plan was frozen as of that date.

⁽³⁾	Mr. Robinson’s benefits include $58,650 accumulated under the Prior Benefit Formula and $15,824 paid from an annuity issued by Liberty Mutual Insurance Company for participant benefits accrued under a prior retirement plan which terminated in May 1985.

⁽⁴⁾	Mr. Hedden did not meet the minimum service period prior to the plan freeze and, accordingly, is not entitled to any benefits under the Retirement Plan.

The following table sets forth information about the contributions, if any, by the Named Executive Officers under nonqualified deferred compensation arrangements, which relate solely to the MSPP, during fiscal 2012 and the balances thereunder at May 31, 2012.

NONQUALIFIED DEFERRED COMPENSATION TABLE


Name	Executive Contributions in the Last Fiscal Year ($)⁽¹⁾			Aggregate Balance at Last Fiscal Year End ($)⁽²⁾
Richard Robinson		$	283,024		$	2,739,575
Maureen O’Connell		$	33,123		$	430,445
Margery Mayer		$	4,333		$	216,274
Judith Newman		$	0		$	112,462
Andrew S. Hedden		$	41,507		$	614,676


⁽¹⁾	The amounts shown represent fiscal 2011 MIP/EPIP bonus amounts that were to be paid in fiscal 2012 but were deferred at the Named Executive Officer’s election and invested in RSUs under the MSPP. Mr. Robinson, Ms. O’Connell, Ms. Mayer, Ms. Newman and Mr. Hedden each elected to invest 100%, 20%, 5%, 0% and 50%, respectively, of his or her bonus. The purchase of the RSUs was made on September 1, 2011.

⁽²⁾	Represents the value of all RSUs held by the Named Executive Officer under the MSPP at May 31, 2012 and was calculated by multiplying the number of RSUs held by $26.95, the closing price of the Common Stock on NASDAQ on such date.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The following discussion and tables describe and quantify the potential payments and benefits that would be provided to each of the Named Executive Officers in connection with a termination of employment or change-in-control under the Company’s compensation plans. Except where noted, the calculations of the potential payments to the Named Executive Officers reflect the assumption that the termination or change-in-control event occurred on May 31, 2012, with the closing sale price per share of the Common Stock on that date of $26.95. The calculations exclude payments and benefits to the extent that they do not discriminate in scope, terms or operation in favor of the Company’s executive officers and are available generally to all salaried employees of the Company. The calculations also do not include plan balances under the Retirement Plan applicable to the Named Executive Officers, which are provided in the Pension Benefits table above. Of the Named Executive Officers, as of May 31, 2012, Mr. Robinson and Ms. Mayer were of retirement age at May 31, 2012 for all of their option and restricted stock unit grants received under any of the Company’s equity-based plans. Mr. Hedden was of retirement age for all option and restricted stock unit grants received under to the 2001 Plan prior to July 21, 2009, when retirement age was defined as age 55 or older. For all grants received on or after July 21, 2009 under the 2001 Plan, when the definition of retirement changed to age 55 plus 10 years of continuous employment service, and for all grants received under the 2011 Plan, Mr. Hedden does not qualify for retirement. As of May 31, 2012, under the MSPP, Mr. Robinson and Ms. Mayer were of retirement age, which was defined for purposes of the MSPP as age 55 or older, until the amendment that became effective on September 21, 2011, which changed the definition of retirement to be age 55 or older plus ten years of continuous service. Mr. Hedden was of retirement age in respect of RSUs acquired under the MSPP prior to September 21, 2011, but does not qualify for retirement in respect of RSUs acquired under the MSPP subsequent to such date. Ms. O’Connell and Ms. Newman are not eligible for retirement under any of the Company’s equity plans. The Company generally does not enter into employment contracts with its executives and does not have a general severance policy applicable to all employees. Accordingly, the Named Executive Officers are entitled to benefits upon termination of their employment or a change-in-control only as provided for in respect of stock options and restricted stock units previously granted under the 1995 Plan, the 2001 Plan and the 2011 Plan (or, in the case of a portion of Mr. Robinson’s grants, under the Class A Plan) and previously purchased RSUs under the MSPP.

409A Limitations. In compliance with Code Section 409A, an executive who is a “specified employee” (one of the 50 most highly compensated employees of the Company) at the time of termination of employment may not receive a payment of any compensation that is determined to be subject to Code Section 409A until six months after his or her departure from the Company (including, but not limited to, certain benefit payments on voluntary or involuntary termination and 409A deferred compensation plan benefits).

Change-in-control. None of the MSPP, the 1995 Plan, the 2001 Plan, the 2011 Plan or the Class A Plan contains provisions that automatically change the terms of any award or accelerates the vesting of any unvested restricted stock unit or stock option. However, each of

these plans has various provisions that would permit the Board committee responsible for administering such plan to amend, change or terminate the plan and/or the terms of the awards made under the plan or otherwise provide for the (i) acceleration of vesting of restricted stock units, (ii) acceleration of vesting of stock options and/or (iii) conversion of restricted stock units to stock. Because the HRCC (which administers each of these plans) has this power and may, in its discretion, choose to exercise such power in connection with a change of control or similar event (such as a merger or consolidation in which the Company is not the surviving entity or the acquisition of the Company’s Common Stock by a single person or group), the Company has presented information in the table on page 33 below regarding potential pay-outs to the Named Executive Officers upon a change-in-control based on the assumption that the HRCC would use its authority to accelerate vesting of restricted stock units and stock options and convert restricted stock units to shares under these plans effective upon a change-in-control of the Company.

MSPP Plan

As described in “Compensation Discussion and Analysis-Other Equity-Based Incentives” above, eligible members of senior management, including the Named Executive Officers, may defer receipt of all or a portion of their annual cash bonus payments under the MIP and EPIP through the purchase of RSUs under the MSPP. The amounts deferred with respect to bonuses received for fiscal 2011 but paid and deferred in fiscal 2012 are included in the “Nonqualified Deferred Compensation Table” above. The following table describes the payment provisions for RSUs under the terms of the MSPP upon a termination of employment of an executive participating in the MSPP.

Status of
RSU

Voluntary
Termination
or Termination
for Cause

Involuntary
Termination

Normal
Retirement⁽¹⁾

Death or
Disability

Vested
RSUs

RSUs convert
into stock.

Unvested RSUs

RSUs are forfeited and participant receives cash equal to the lesser of the fair market value of the underlying stock or the purchase price of the unvested RSUs.

RSUs are forfeited and participant receives a partial payment in stock and cash. The amount of stock is equal to a percentage of RSUs, with the number of full years of employment since purchase as the numerator and 3 as the denominator, and the remainder is paid in cash at the lesser of the purchase price of the unvested RSUs or the fair market value of the number of shares underlying the unvested RSUs on the date of termination.

Vesting is accelerated and RSUs convert into stock.


⁽¹⁾	Under the terms of the MSPP, for all RSUs purchased prior to September 21, 2011, the definition of normal retirement is age 55 or older and for all RSUs that will be purchased after September 21, 2011, the definition of normal retirement is age 55 or older and 10 years of employment.

Equity Incentives

As described in “Compensation Discussion and Analysis-Options to Purchase Common Stock and Restricted Stock Units” above, the Company has granted to its Named Executive Officers, with the exception of Mr. Robinson who has received only stock options, a combination of stock options and restricted stock units as part of its long-term compensation program.

The following table illustrates the payment provisions upon a termination of employment for stock options and restricted stock units under the 1995 Plan, 2001 Plan and the 2011 Plan in effect at May 31, 2012.

Type of equity

Voluntary
Termination

Termination
for Cause

Involuntary
Termination

Normal
Retirement

Death or
Disability

Non-qualified stock options granted under the 1995 Plan and before July 21, 2009 under the 2001 Plan.

Unvested options are forfeited. Participant has 90 days to exercise vested options.

All options expire as of the date of termination.

Unvested options are forfeited. Participant has 90 days to exercise vested options.

Unvested options are forfeited. Participant has 3 years to exercise vested options. Retirement defined as age 55 or older.

Vesting accelerates. Participant or his estate has 1 year to exercise vested options.

Non-qualified stock options granted on or after July 21, 2009 under the 2001 Plan and non-qualified stock options granted under the 2011 Plan.

Unvested options are forfeited. Participant has 90 days to exercise vested options.

All options expire as of the date of termination.

Unvested options are forfeited. Participant has 90 days to exercise vested options.

Unvested options shall continue to vest. Participant has 3 years from the date of retirement to exercise vested options. Retirement defined as age 55 or older and 10 years employment.

Vesting accelerates. Participant or his estate has one year to exercise vested options.

Restricted Stock Units (RSUs) granted before July 21, 2009 under the 2001 Plan.

Unvested RSUs are forfeited.

Vesting is accelerated and RSUs convert into stock.

Vesting is accelerated and RSUs convert into stock. Retirement defined as age 55 or older.

Vesting is accelerated and RSUs convert into stock.

Restricted Stock Units (RSUs) granted on or after July 21, 2009 under the 2001 Plan and RSUs granted under the 2011 plan.

Unvested RSUs are forfeited.

RSUs continue to vest for a period of 3 years. Retirement defined as age 55 or older and 10 years employment.

Vesting is accelerated and RSUs convert into stock.

Restricted Stock Units (RSUs) granted under the 2011 Plan.

Unvested RSUs are forfeited.

Vesting is accelerated and RSUs convert into stock. Retirement defined as age 55 or older and 10 years employment.

Vesting is accelerated and RSUs convert into stock.

The following table illustrates the payment provisions upon a termination of employment for stock options under the Class A Plan.

Type of equity

Voluntary
Termination
or Termination
for Cause

Involuntary
Termination

Normal
Retirement

Death or
Disability

Non-qualified stock options

Unvested options are forfeited. Participant has 90 days to exercise vested options.

Unvested options are forfeited. Participant has three years to exercise vested options.

Vesting of options accelerates. Participant or his estate has one year to exercise vested options.

The table below shows the aggregate amount of potential payments that each Named Executive Officer (or his or her beneficiary or estate) would have been entitled to receive if his or her employment had terminated, or, as noted under “Change-in-control” on page 30 above, assumed to receive if a change-in-control had occurred, on May 31, 2012 under the MSPP, the 2001 Plan, the 2011 Plan and, in the case of a portion of Mr. Robinson’s outstanding stock options, the Class A Plan. The amounts shown assume that termination or the change-in-control was effective as of May 31, 2012, and include amounts earned through such time and estimates of the amounts which could otherwise have been paid out to the Named Executive Officers at that time. The actual amounts which would be paid out can only be determined at the time of each Named Executive Officer’s separation from the Company or at the time of the change-in-control. Annual bonuses are discretionary and are therefore omitted from the table, and no amounts are reflected in respect of the 1995 Plan as the stock options remaining outstanding thereunder had no value at May 31, 2012 based on the exercise prices thereunder. As previously indicated, the calculations also do not include plan balances under the Retirement Plan applicable to the Named Executive Officers, which are provided in the Pension Benefits table above.


Name	Voluntary Termination ($)			Termination for Cause ($)			Involuntary (Not for Cause) Termination ($)			Normal Retirement ($)			Death/ Disability ($)			Change-in- Control ($)
Richard Robinson
MSPP⁽¹⁾		$	1,698,684		$	1,698,684		$	2,045,242		$	2,739,575		$	2,739,575	$	2,739,575	⁽⁵⁾
Class A Plan stock options⁽²⁾		$	0		$	0		$	0		$	0		$	0	$	0
2001 Plan stock options⁽²⁾		$	1,211,250		$	0		$	1,211,250		$	2,940,000		$	2,940,000	$	2,940,000
2011 Plan stock options⁽²⁾		$	0		$	0		$	0		$	0		$	0	$	0
Total		$	2,909,934		$	1,698,684		$	3,256,492		$	5,679,575		$	5,679,575	$	5,679,575
Maureen O’Connell
MSPP⁽¹⁾		$	261,992		$	261,992		$	326,333			N/A		$	430,445	$	430,445
2001 Plan restricted stock units⁽³⁾		$	0		$	0		$	26,950			N/A		$	552,475	$	552,475
2001 Plan stock options⁽²⁾		$	0		$	0		$	0			N/A		$	74,520	$	74,520
2011 Plan restricted stock units⁽⁴⁾		$	0		$	0		$	0			N/A		$	372,988	$	372,988
2011 Plan stock options⁽²⁾		$	0		$	0		$	0			N/A		$	0	$	0
Total		$	261,992		$	261,992		$	353,283			N/A		$	1,430,428	$	1,430,428


Name	Voluntary Termination ($)			Termination for Cause ($)			Involuntary (Not for Cause) Termination ($)			Normal Retirement ($)			Death/ Disability ($)			Change-in- Control ($)
Margery Mayer
MSPP⁽¹⁾		$	195,098		$	195,098		$	202,919		$	216,274		$	216,274		$	216,274
2001 Plan restricted stock units⁽³⁾		$	0		$	0		$	26,950		$	350,350		$	350,350		$	350,350
2001 Plan stock options⁽²⁾		$	63,495		$	0		$	63,495		$	193,230		$	193,230		$	193,230
2011 Plan restricted stock units⁽⁴⁾		$	0		$	0		$	0		$	150,623		$	200,831		$	200,831
2011 Plan stock options⁽²⁾		$	0		$	0		$	0		$	0		$	0		$	0
Total		$	258,593		$	195,098		$	293,364		$	910,477		$	960,685		$	960,685
Judith Newman
MSPP⁽¹⁾		$	107,255		$	107,255		$	110,726			N/A		$	112,462		$	112,462
2001 Plan restricted stock units⁽³⁾		$	207,515		$	207,515		$	234,465			N/A		$	557,865		$	557,865
2001 Plan stock options⁽²⁾		$	16,560		$	0		$	16,560			N/A		$	66,240		$	66,240
2011 Plan restricted stock units⁽⁴⁾		$	0		$	0		$	0			N/A		$	200,831		$	200,831
2011 Plan stock options⁽²⁾		$	0		$	0		$	0			N/A		$	0		$	0
Total		$	331,330		$	314,770		$	361,751			N/A		$	937,398		$	937,398
Andrew S. Hedden
MSPP⁽¹⁾		$	387,509		$	387,509		$	456,097		$	614,676		$	614,676		$	614,676
2001 Plan restricted stock units⁽³⁾		$	0		$	0		$	0		$	0		$	195,387		$	195,387
2001 Plan stock options⁽²⁾		$	533,850		$	0		$	533,850		$	523,500		$	826,650		$	826,650
2011 Plan restricted stock units⁽⁴⁾		$	0		$	0		$	0		$	0		$	200,831		$	200,831
2011 Plan stock options⁽²⁾		$	0		$	0		$	0		$	0		$	0		$	0
Total		$	921,359		$	387,509		$	989,947		$	1,138,176		$	1,837,544		$	1,837,544


⁽¹⁾	All amounts represent the payout of the restricted stock units held under the MSPP based on the closing price of the Company’s Common Stock on May 31, 2012 of $26.95 per share. Under the terms of the MSPP, all unvested restricted stock units become vested upon retirement or death/disability or, as noted under “Change-in-control” on page 30 above, are assumed to become vested upon a change-in-control and the number in those columns represents the payout of the restricted stock units as if such were fully vested. In the case of termination for cause and voluntary termination, the value is the sum of the closing price of $26.95 per share multiplied by the vested restricted stock units and, for the unvested restricted stock units, the lower of the sum of the purchase price of the unvested restricted stock units or the closing price of $26.95 multiplied by the unvested restricted stock units. In the case of involuntary termination, the value is the sum of the vested restricted stock units and a portion of the unvested restricted stock units (based upon the number of full years since purchase divided by three) multiplied by the closing price of $26.95 and the purchase price of the remaining unvested restricted stock units. For all restricted stock units purchased prior to September 21, 2011, retirement is defined as age 55 or older and for all restricted stock units purchased after September 21, 2011, retirement is defined as age 55 or older.

⁽²⁾	Under the terms of the 2001 Plan, the 2011 Plan and the Class A Plan, in the event of a merger or consolidation or other change-in-control, the HRCC has the ability to accelerate the vesting of unvested stock options. Accordingly, as noted under “change-in-control” on page 30 above, the table above assumes immediate vesting of all outstanding options. Also, in the event of the Named Executive Officer’s death/disability, the vesting of unvested options is accelerated. Most of the stock options granted to the Named Executive Officers, with the exception of the options granted to Mr. Hedden and a small portion of the grants to the other Named Executive Officers, are underwater, i.e., the exercise price is greater that the closing price on May 31, 2012, so there is no value for any of such underwater stock options.


⁽³⁾	All amounts represent the payout of the restricted stock units held under the 2001 Plan based on the closing price of the Company’s Common Stock on May 31, 2012 of $26.95 per share. Under the terms of the 2001 Plan, all unvested restricted stock units become vested upon retirement or death/disability or, as noted under “Change-in-control” on page 30 above, are assumed to become vested upon a change-incontrol and the number in those columns represents the payout of the restricted stock units as if such were fully vested. Also, under the terms of the 2001 Plan, all unvested restricted stock units are forfeited in the case of a termination for cause. In the case of an involuntary termination, for restricted stock units granted before July 21, 2009, the vesting is accelerated, and for restricted stock units granted on or after July 21, 2009, the unvested restricted stock units are forfeited.

⁽⁴⁾	All amounts represent the payout of the restricted stock units held under the 2011 Plan based on the closing price of the Company’s Common Stock on May 31, 2012 of $26.95 per share. Under the terms of the 2011 Plan, all unvested restricted stock units become vested upon retirement or death/disability or, as noted under “Change-in-control” on page 30 above, are assumed to become vested upon a change-incontrol and the number in those columns represents the payout of the restricted stock units as if such were fully vested. Also, under the terms of the 2011 Plan, all unvested restricted stock units are forfeited in the case of a termination for cause or as a result of involuntary termination. Additionally, for all restricted stock units granted prior to March 22, 2012, for retirement eligible employees, all restricted stock can vest within the first year after the date of grant.

⁽⁵⁾	See “Change of Control Arrangements for Certain Class A Stockholders” for a discussion of certain rights of first refusal with respect to shares of Class A Stock in the event of a change-in-control.

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information regarding the Company’s equity compensation plans at May 31, 2012.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation plans approved by security holders Common Stock		3,449,075		$	28.68		2,375,423	⁽¹⁾
Class A Stock		1,499,000		$	32.02		0
Equity Compensation plans not approved by security holders Common Stock		—			—		—
Class A Stock		—			—		—
Total		4,948,075		$	29.69		2,375,423


⁽¹⁾	Includes 287,973 shares of Common Stock available at May 31, 2012 under the ESPP; 468,372 shares of Common Stock available at May 31, 2012 under the MSPP; 1,285,278 shares of Common Stock available at May 31, 2012 under the 2011 Plan and 333,800 shares of Common Stock availa