Educational Development (EDUC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 2, 2025, at the corporate offices in Tulsa, Oklahoma, with shareholders of record as of May 12, 2025, eligible to vote.

• Shareholders will vote on the election of one Class III director and the ratification of HoganTaylor LLP as independent auditor for fiscal 2026.

• Proxy materials and annual report are available online, with options for electronic or paper delivery.

Voting matters and shareholder proposals

• Proposal One: Election of Dr. Amy N. Emerson as Class III director for a three-year term expiring in 2028.

• Proposal Two: Ratification of HoganTaylor LLP as independent registered public accounting firm for the year ending February 28, 2026.

• Shareholders may submit proposals for the 2026 annual meeting by March 3, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of five directors divided into three classes, with a majority being independent per NASDAQ standards.

• Craig M. White serves as President, CEO, and Chairman; Brad V. Stoots is lead independent director.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Board held four meetings in fiscal 2025, with all independent directors attending the annual meeting.

• Code of Conduct and Ethics applies to all directors, officers, and employees, with no waivers granted in fiscal 2025.