McGraw Hill, Inc.
For the period ended Aug 11, 2026. Filed Jun 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 11, 2026 · Filed Jun 25, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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MCGRAW HILL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Letter from the President, Chief Executive Officer and from the Chair of the Board of Directors June 25, 2026 Dear Fellow Stockholders: On behalf of the Board of Directors of McGraw Hill, Inc. (“McGraw Hill”), we are pleased to invite you to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually on Tuesday, August 11, 2026, at 9:00 a.m. Eastern Time, at www.proxydocs.com/MH. On or about June 25, 2026, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to McGraw Hill’s stockholders of record as of June 15, 2026. The Notice contains details on how to access and review the proxy materials, retrieve your proxy card and submit your vote online. To request a printed copy of the proxy materials, please follow the instructions outlined in the Notice. We encourage you to vote on the proposals to be presented at the Annual Meeting now, regardless of whether you plan to attend the Annual Meeting. You may now cast your vote using the instructions provided in the Notice or on your proxy card online, by telephone or by mailing your completed proxy card in the postage-prepaid return envelope if you received paper materials. You may also vote at the Annual Meeting. We are grateful for your ongoing commitment to McGraw Hill. Sincerely, Philip Moyer President, Chief Executive Officer Simon Allen Chair of the Board of Directors
Notice of 2026 Annual Meeting of Stockholders
June 25, 2026
Columbus, Ohio
To our Stockholders: McGraw Hill, Inc. (“McGraw Hill” or the “Company”) is holding its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) onTuesday, August 11, 2026, at 9:00 a.m. Eastern Time, virtually at www.proxydocs.com/MH. At the Annual Meeting, you will be asked to: 1. elect four Class I directors to a three-year term on the Company’s Board of Directors (see page 3, “Proposal 1”); 2. approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (see page 19,“Proposal 2”); 3. approve, on a non-binding advisory basis, the frequency of holding future advisory votes on the compensation of theCompany’s named executive officers (see page 20, “Proposal 3”); and 4. ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscalyear ended March 31, 2027 (see page 46, “Proposal 4” and, together with Proposal 1, Proposal 2 and Proposal 3, each, a “Proposal” and, collectively, the “Proposals”). The Company’s Board of Directors unanimously recommends that you vote “FOR” the nominees for Class I director under Proposal 1, “FOR” Proposals 2 and 4 and “ONE YEAR” for Proposal 3. The Annual Meeting will be a virtual meeting, conducted exclusively by live webcast. Stockholders of record as of the close ofbusiness on June 15, 2026 will be able to attend and participate in the Annual Meeting, vote their shares electronically and submit questions during the meeting. Please see the “Questions and Answers (Q&A)” section herein, which provides additional informationon how to participate in the Annual Meeting. For ten (10) days prior to the Annual Meeting, a complete list of registered stockholdersof the Company will be available for examination at our office at 8787 Orion Place, Columbus, Ohio 43240. Your vote at the Annual Meeting is important. To ensure your participation at the Annual Meeting, we encourage you to submit yourproxy as soon as possible by internet, phone or mail, as described in greater detail on your proxy card or voter instruction form. The proxy materials, including McGraw Hill’s Annual Report for the fiscal year ended March 31, 2026 (the “2026 Annual Report”),are available at https://investors.mheducation.com.
By Order of the Company’s Board of Directors, David Stafford Executive Vice President, General Counsel, Secretary
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