Attachment: 10-K

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        Exhibit 4.1

SCHOLASTIC CORPORATION

DESCRIPTION OF SECURITIES

As of May 31, 2021, Scholastic Corporation had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended - the Common Stock.

I. DESCRIPTION OF OUR COMMON STOCK

The following is a description of the material terms of our Common Stock as described in the Company’s amended and restated certificate of incorporation and any amendments thereto and our amended and restated by-laws, and is qualified in its entirety by reference to such restated certificate of incorporation and amended and restated by-laws. We have filed copies of these documents as exhibits to our periodic reports filed with the SEC each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part.

Our authorized capital stock presently consists of: 4,000,000 shares of Class A Stock par value $.01 per share, 2,000,000 shares of preferred stock, par value $1.00 per share and 70,000,000 shares of Common Stock, par value $.01 per share. As of June 30, 2021, 32,718,240 shares of Common Stock were outstanding, 1,656,200 shares of Class A were outstanding and zero shares of Preferred Stock were outstanding.

Voting Rights

The holders of the Class A Stock and the holders of Common Stock are entitled to one vote per share on matters on which they are entitled to vote. The only voting rights vested in the holders of Common Stock, except as required by law, are the election of such number of directors as shall equal at least one-fifth of the members of the Board. The Class A Stock are entitled to elect all other directors and to vote on all other matters.

Dividends

The Class A and Common stock are entitled to receive dividends on an equal basis, as the board of directors may, from time to time, declare from of funds legally available.

Liquidation

In the event of the liquidation, dissolution or winding up of our Company, the holders of the Class A Stock and the Common Stock are entitled to share ratably in all assets remaining after payment of liabilities

Other Rights

The Class A Stock can be converted to Common Stock at any time at the option of the holder. The Common Stock does not have any conversion rights. Neither of the Class A Stock or the Common Stock has preemptive or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Stock or Common Stock. All outstanding shares of Class A and the Common Stock are fully paid and non-assessable.

Subject to the rules and regulations of NASDAQ, the authorized but unissued shares of Common Stock will be available for future issuance without additional stockholder approval.

The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of the Class A Stock, and any shares of any series of Preferred Stock which we may designate and issue in the future.

NASDAQ Listing

Our common stock is listed on the NASDAQ Global Select Market on the NASDAQ Stock Market LLC under the symbol “SCHL”.

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        Exhibit 21

SCHOLASTIC CORPORATION – incorporated in Delaware, USA.

SUBSIDIARY LIST – as of May 31, 2021

(Subsidiaries are indented under its direct parent)

Scholastic Inc.			New York
Scholastic Entertainment Inc.			New York
524 Films L.L.C.			Delaware
Listen Inn LLC (formerly Retroranch L.L.C.)			Delaware
Scholastic Interactive LLC			New York
Scholastic UK Group L.L.C.			Delaware
Scholastic UK Ltd.			England
Scholastic Book Clubs Limited			England
Make Believe Ideas Ltd. (95% owned)			England
Chicken House Publishing Limited			England
Scholastic Limited			England
Scholastic Book Fairs Limited			England
The Travelling Book Company Ltd.			England
Scholastic Ireland Ltd.			Ireland
Weston Woods Studios, Inc.			Delaware
Georgetown Studios, Inc.			Connecticut
Children’s Music Library, Inc.			New York
The Scholastic Store, Inc.			New York
Scholastic Distribution Services L.L.C.			Delaware
Soup2Nuts Inc.			Delaware
RetroRanch Inc. (formerly Science Court Inc.)			Delaware
Klutz			California
Scholastic Export Inc.			Delaware
Learned Realty LLC			New York
Scholastic Book Fairs, Inc.			Delaware
Southwest Book Co., Inc.			Texas
Scholastic 557 Broadway, LLC			Delaware
Scholastic Storia Inc.			Delaware
Scholastic Australia Pty. Ltd.			Australia
Scholastic Canada Ltd.			Canada
Ooka Island Inc.			Canada
Scholastic Hong Kong Ltd.			Hong Kong
Scholastic India Private Limited1			India
Scholastic Mexico S. de R. L. de C.V.			Mexico
Scholastic New Zealand Ltd.			New Zealand
Scholastic Argentina S.R.L.			Argentina
Scholastic Education Information Consulting (Shanghai) Co., Ltd.			China
Scholastic International IT Support Centre Private Limited			India
Scholastic Education International (Singapore) Private Limited			Singapore
Scholastic (Asia) SDN. BHD			Malaysia
Grolier Incorporated			Delaware
Scholastic Library Publishing, Inc.			Delaware
Grolier International, Inc.			Delaware
Grolier International Finance Inc. (Philippines)			Philippines
Grolier (Malaysia) SDN BHD			Malaysia
Grolier International Private Limited (India)			India
Grolier Overseas Incorporated			Delaware
Caribe Grolier, Inc.			Puerto Rico
Grolier International Limited (U.K.)			England

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Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statements on Form S-8 (File Nos. 333-68181, 333-110301, 333-159589, and 333- 214036) pertaining to the Scholastic Corporation Employee Stock Purchase Plan,

(2)Registration Statements on Form S-8 (File Nos. 333-68185 and 333-178243) pertaining to the Scholastic Corporation Management Stock Purchase Plan,

(3)Registration Statements on Form S-8 (File Nos. 333-77010 and 333-148599) pertaining to the Scholastic Corporation 2001 Stock Incentive Plan,

(4)Registration Statement on Form S-8 (File No. 333-148600) pertaining to the Scholastic Corporation 2007 Outside Directors Stock Incentive Plan,

(5)Registration Statements on Form S-8 (File Nos. 333-178246, 333-200539 and 333-239453) pertaining to the Scholastic Corporation 2011 Stock Incentive Plan, and

(6)Registration Statement on Form S-8 (File No. 333-222732) pertaining to the Scholastic Corporation 2017 Outside Directors Stock Incentive Plan

of our reports dated July 23, 2021, with respect to the consolidated financial statements and schedule of Scholastic Corporation, and the effectiveness of internal control over financial reporting of

Scholastic Corporation, included in this Annual Report (Form 10-K) for the year ended May 31, 2021.        

                        

            

New York, New York

July 23, 2021

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Exhibit 31.1

I, Kenneth J. Cleary, certify that:

1.			I have reviewed this Annual Report on Form 10-K of Scholastic Corporation;
2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.			The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.			The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 23, 2021

						/s/ Kenneth J. Cleary
						Kenneth J. Cleary Chief Financial Officer (certifying as principal executive officer)

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Exhibit 31.2

I, Kenneth J. Cleary, certify that:

1.			I have reviewed this Annual Report on Form 10-K of Scholastic Corporation;
2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.			The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.			The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 23, 2021

						/s/ Kenneth J. Cleary
						Kenneth J. Cleary Chief Financial Officer (certifying as principal financial officer)

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Exhibit 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

with Respect to the Annual Report on Form 10-K

for the Year ended May 31, 2021

of Scholastic Corporation

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Scholastic Corporation, a Delaware corporation (the “Company”), does hereby certify to the best of such officer’s knowledge, that:

1.			The Company’s Annual Report on Form 10-K for the year ended May 31, 2021 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.			Information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 23, 2021						/s/ Kenneth J. Cleary
						Kenneth J. Cleary
						Chief Financial Officer
						(principal executive officer)

Date: July 23, 2021						/s/ Kenneth J. Cleary
						Kenneth J. Cleary
						Chief Financial Officer
						(principal financial officer)

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-K or as a separate disclosure document of the Company or the certifying officers.

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Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

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Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT