McGraw Hill, Inc. 8-K

What Happened
McGraw Hill, Inc. filed an 8-K on January 6, 2026 announcing that long-time President and CEO Simon Allen will retire as CEO effective February 9, 2026 but will remain Chair of the Board. The Board appointed Philip Moyer as President and CEO effective February 9, 2026 and added him to the Board. The company also increased the Board size from nine to eleven and appointed Eric Worley to fill one of the new seats.

Key Details

• Simon Allen notified the Board of his intent to retire on December 30, 2025; his CEO role ends February 9, 2026.
• Philip Moyer was appointed President and CEO and to the Board (effective Feb 9, 2026); he will become an executive officer.
• The Board size was increased from 9 to 11; Moyer will serve as a Class II director (term to expire at the 2027 annual meeting) and Eric Worley as a Class I director (term to expire at the 2026 annual meeting).
• Transition compensation for Allen (per a Jan 5, 2026 transition agreement) includes eligibility for the fiscal 2026 annual bonus based on actual company performance, a quarterly cash transition supplement of $42,500 (through earlier of his ceasing as Chair or Dec 31, 2028; Q1 2026 pro‑rated), continued UK tax services through the UK tax year ending April 5, 2027 while he remains a director, and future non‑employee director pay (annual cash retainer $100,000 and an annual RSU award with grant-date value $185,000).

Why It Matters
This is a planned CEO succession with continuity at the top—Allen remains as Board Chair and will support the transition under a formal agreement—so investors have a clear timeline and known financial terms for the transition. The arrangement includes modest ongoing cash and equity compensation for Allen and expands the Board, which may affect governance and shareholder voting at upcoming annual meetings. The filing also includes the related transition and employment agreements as exhibits for further detail.