Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Termination of Chief Financial Officer
Ms. Maureen
OConnell, the former Executive Vice President, Chief Financial Officer and Chief Administrative Officer of the Company, was terminated from all positions with the Company and its subsidiaries and affiliates on October 27, 2017.
The financial arrangements and other material terms arising from the termination are still under discussion between Ms. OConnell and the Company as
of the date of this report and will be the subject of future disclosure by the Company after those terms are decided.
Appointment of Chief Financial
Officer and Chief Accounting Officer
On October 27, 2017, the Companys Board of Directors appointed the Companys current Senior Vice
President, Chief Accounting Officer, Mr. Kenneth J. Cleary, age 52, as the Companys Chief Financial Officer, and also designated Mr. Cleary as the Companys principal financial officer for SEC reporting purposes, in each
case effective on October 27, 2017.
Before becoming Senior Vice President, Chief Accounting Officer in September 2014, Mr. Cleary had been the
Companys Vice President, External Reporting and Compliance since joining the Company in May 2008. Prior to joining the Company, Mr. Cleary was the Senior Assistant Controller at Hertz Corporation. He began his career as an auditor for
KPMG before working at Sequa Corporation as Manager of Financial Reporting and then at Engelhard Corporation where he was Assistant Controller.
There are
no family relationships among Mr. Cleary and any directors or officers of the Company.
There have been no transactions nor are there any proposed
transactions between the Company and Mr. Cleary that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
With Mr. Clearys promotion to Chief Financial Officer, Mr. Paul Hukkanen, age 37, Vice President, External Reporting and Compliance has been
appointed as Vice President, Chief Accounting Officer. In this capacity, Mr. Hukkanen will serve as the Companys principal accounting officer.
Mr. Hukkanen joined Scholastic in November 2014 as its Vice President, External Reporting and Compliance. Prior to joining the Company, Mr. Hukkanen
worked at Broadridge Financial Solutions, Inc. from December 2011 to November 2014, ultimately in the role of Vice President, Finance. Prior to Broadridge, he was a Senior Manager in the assurance practice of Ernst & Young having held
various accounting positions there since 2003.
There are no family relationships among Mr. Hukkanen and any directors or officers of the Company.
There have been no transactions nor are there any proposed transactions between the Company and Mr. Hukkanen that would require disclosure pursuant
to Item 404(a) of Regulation
S-K.