Item 2.02Item 2.02 - Results of Operations
Item 2.02 - Results of Operations and Financial Condition
On August 13, 2026, McGraw Hill, Inc. (the “Company”) issued a press release announcing its results for the fiscal first quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, 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 of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 - Submission of Matters to a Vote of Security Holders
On August 11, 2026, the Company held its annual meeting of stockholders virtually. The Company’s stockholders considered and voted upon four matters at the meeting, with final voting results as follows:
Proposal 1 - Election of Directors
The Company’s stockholders elected each of Simon Allen, Mary Ann Sigler, Guhan Subramanian and Eric Worley to serve as a director of the Company until the 2029 annual meeting of the Company’s stockholders or, if earlier, until their respective successors have been duly elected and qualified or, if earlier, until her or his death, resignation or removal.
Name For Withheld Broker Non-Vote
───────────────────────────────────────────────────────────────────────────
Simon Allen 179,214,408 7,015,876 753,972
Mary Ann Sigler 169,049,666 17,180,618 753,972
Guhan Subramanian 184,433,553 1,796,731 753,972
Eric Worley 179,609,275 6,621,009 753,972
Proposal 2 - Advisory Vote on Executive Compensation
The Company’s stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
For Against Abstain Broker Non-Vote
──────────────────────────────────────────────────────────────
185,957,875 269,564 2,845 753,972
Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s stockholders voted to approve, on a non-binding advisory basis, a frequency of “one year” for future advisory votes on the compensation of the Company’s named executive officers.
1 Year 2 Years 3 Years Abstain Broker Non-Vote
───────────────────────────────────────────────────────────────────────────
186,062,418 162,071 3,114 2,681 753,972
In consideration of the stockholders’ vote, and consistent with the recommendation of the board of directors, the board of directors has determined that, going forward, the Company will hold an advisory vote on the compensation of its named executive officers on an annual basis.
Proposal 4 - Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
For Against Abstain Broker Non-Vote
──────────────────────────────────────────────────────────────
186,846,207 133,714 4,335 —