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SCHOOL SPECIALTY INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

July 15, 2014

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 9, 2014, the Board of Directors of School Specialty, Inc. (the "Company") approved amendments to the Company's Bylaws, and the Bylaws were amended and restated to incorporate the amendments. The amendments do not require the approval of stockholders. In summary, the amendments:

add an advance notice provision describing the process for stockholders to bring business before stockholders' meetings;

revise the process for nominating directors;

conform the quorum requirements for stockholders meetings to the Delaware General Corporation Law;

remove certain provisions that are no longer applicable as the Company has emerged from bankruptcy;

conform the number of directors to the Company's Certificate of Incorporation;

add the position of Chief Executive Officer and update the descriptions of the other officer positions to reflect such addition as well as to make certain other changes;

clarify that directors may be compensated for their services in cash or equity based compensation as reasonably determined by the Board of Directors from time to time;

clarify that the Chairman of the Board is not an officer or employee of the Company;

conform the Bylaws to current board practices with respect to board qualification, meetings and committees;

provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for certain legal actions; and

make certain other administrative changes.

The foregoing description of the amendments is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company (effective as of July 9, 2014), filed herewith as Exhibit 3.1(a), and the copy marked to show the amendments, filed herewith as Exhibit 3.1(b), each of which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description 3.1(a) Amended and Restated Bylaws of School Specialty, Inc. (effective as of July 9, 2014) 3.1(b) Amended and Restated Bylaws of School Specialty, Inc. (effective as of July 9, 2014) (marked copy) 2

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Source: Edgar Glimpses

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