Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2023 (June 28, 2023)

EDUCATIONAL DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-04957	73-0750007
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

5402 S 122nd E Avenue, Tulsa, Oklahoma 74146

(Address of principal executive offices and Zip Code)

(918) 622-4522

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.20 par value	EDUC	NASDAQ
(Title of class)	(Trading symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

The information disclosed in these Items 5.02, 5.07, 7.01 and 9.01, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2023, Mr. Josh Peters provided notice of resignation from the Board of Directors effective June 29, 2023. Mr. Peters resigned solely for personal reasons and did not resign as a result of any disagreement with the Company on any matters related to its operations, policies or practices. His service as a member of the Board of Directors has been appreciated by the Company and its management team.

A copy of the notice from Mr. Peters is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 5.07

Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of the Company held on June 29, 2023, the following actions took place:

1.	Election of one Class I Director. The Company’s stockholders elected Bradley Von Stoots as Class I Director of the Company for a three-year term based on the following votes:

Nominee		For		Against		Withheld		Broker Non-Votes
Bradley Von Stoots		4,824,073		0		137,893		1,330,851

2.	Ratification of Independent Registered Public Accounting Firm. The Company’s stockholders approved the ratification of the appointment of HoganTaylor LLP as the independent public accounting firm for the Company for the year ending February 29, 2024, based on the following votes:

For		Against		Abstain/Withheld		Broker Non-Votes
6,178,340		30,785		83,962		0

ITEM 7.01

Regulation FD Disclosure

On June 30, 2023, Educational Development Corporation announced, via press release, the first quarter fiscal year 2024 earnings call will be held on Thursday, July 13, 2023 at 3:30 PM CT (4:30 PM ET). A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Copy of Resignation Letter from Mr. Peters
99.2	Press Release dated as of June 30, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		EDUCATIONAL DEVELOPMENT CORPORATION

Date:	June 30, 2023	By: /s/ Dan E. O’Keefe
		Dan E. O’Keefe Chief Financial Officer and Secretary

EXHIBIT 99.1

June 28, 2023

Craig White – President and Chief Executive Officer

Educational Development

5402 S. 122^nd East Ave.

Tulsa, OK 74146

Dear Craig,

Since I did not stand for reelection to EDC’s Board of Directors and my three-year term is now complete, I am writing this letter to formalize my resignation from the Board of Directors, along with the associated Board Committees as of June 29, 2023.

It has been my pleasure to serve on the Board over the past three years. As we have discussed, my reason for resigning are purely personal in nature. I have no disagreements with the Board or any accounting or operational issues within the Company.

I wish the organization only the best for the future and will continue to monitor your progress and success.

Yours sincerely,

/s/ Josh Peters

Josh Peters

EXHIBIT 99.2

PRESS RELEASE

EDUCATIONAL DEVELOPMENT CORPORATION

ANNOUNCES FISCAL 2024 FIRST QUARTER EARNINGS CALL

TULSA, OK, June 30, 2023—Educational Development Corporation (“EDC”, or the “Company”) (NASDAQ: EDUC) (http://www.edcpub.com) today announces the time and date of their fiscal 2024 first quarter earnings call.

EDC will host its First Quarter Fiscal Year 2024 Earnings Call, including a live Q&A webcast, on Thursday, July 13, 2023 at 3:30 PM CT (4:30 PM ET). Craig White, Chief Executive Officer and President, Heather Cobb, Chief Sales and Marketing Officer, Dan O’Keefe, Chief Financial Officer and Secretary, and Randall White, Executive Chairman, will present the Company’s first quarter results and be available for questions following the presentation. Phone lines for participants will be available at (888) 396-8049. The Conference ID is 62600963. Audio replays will be available following the event at www.edcpub.com/investors.

About Educational Development Corporation (EDC)

EDC began as a publishing company specializing in books for children. EDC is the owner and exclusive publisher of Kane Miller Books (“Kane Miller”); Learning Wrap-Ups, maker of educational manipulatives; and SmartLab Toys, maker of STEAM-based toys and games. EDC is also the exclusive United States MLM distributor of Usborne Publishing Limited (“Usborne”) children’s books. EDC-owned products are sold via 4,000 retail outlets and EDC and Usborne products are offered by independent brand partners who hold book showings through social media, book fairs with schools and public libraries, in individual homes, as well as other in-person events and internet sales.

Contact:

Educational Development Corporation

Craig White, (918) 622-4522

Investor Relations:

Three Part Advisors, LLC

Steven Hooser or Jean Marie Young, (214) 872-2710

Document And Entity Information	Jun. 28, 2023
Document Information Line Items
Entity Registrant Name	EDUCATIONAL DEVELOPMENT CORPORATION
Trading Symbol	EDUC
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000031667
Document Period End Date	Jun. 28, 2023
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity File Number	000-04957
Entity Tax Identification Number	73-0750007
Entity Address, Address Line One	5402 S 122nd E Avenue
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74146
City Area Code	(918)
Local Phone Number	622-4522
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.20 par value
Security Exchange Name	NASDAQ