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Current Report · Items 2.02, 5.07, 9.01 · 8-K

McGraw Hill, Inc.

MHNYSEEQUITYCurrent

Results of Operations and Financial Condition · Submission of Matters to a Vote of Security Holders

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.…

Filed Aug 13, 2026Accepted Aug 13, 2026, 7:15 AM EDTCIK 1951070Accession 0001951070-26-000038
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Company context

McGraw Hill (NYSE: MH) is a leading global provider of education solutions for preK-12, higher education and professional learning, supporting the evolving needs of millions of educators and students around the world. We provide trusted, high-quality content and personalized learning experiences that use data, technology and learning science to help students progress towards their goals. Through our commitment to fostering a culture of innovation and belonging, we are dedicated to improving outcomes and access to education for all. We have over 30 offices across North America, Asia, Australia, Europe, the Middle East and South America, and make our learning solutions available in more than 80 languages. The Company’s fiscal year is the 52-week period ended March 31.

Current securities

Recent company filings

  1. Regulation FD Disclosure · Other EventsSep 25, 2026
  2. 4 filingAug 13, 2026
  3. 10-Q filingAug 13, 2026
  4. EFFECT filingAug 5, 2026
  5. S-3/A filingAug 3, 2026

Disclosure sections

Items 2.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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 —