RLRN Renaissance Learning, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  April 23, 2010

RENAISSANCE LEARNING, INC.

(Exact name of registrant as specified in its charter)

(715) 424-3636

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

On April 23, 2010, Renaissance Learning, Inc., a Wisconsin corporation (the “Company”), announced an executive succession plan pursuant to which Terrance D. Paul intends to step down from his position as Chief Executive Officer and at that point assume the position of Chairman of the Board, the position currently held by Judith A. Paul.  At that time, Ms. Paul will be appointed to the position of Vice Chairman of the Board.  While the Company anticipates that this transition will occur later this year, no definitive date has been set, and will depend on when Mr. Paul’s successor is identified.  

On the same date, the Company issued a press release (the “Press Release”) announcing the succession plan for Mr. Paul and Ms. Paul.  A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This report contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995, including statements regarding the Chief Executive Officer succession plan.  These forward-looking statements are based on current expectations and various assumptions which management believes are reasonable.  However, these statements involve risks and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements.  Factors that could cause or contribute to such differences include risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s 2009 Annual Report on Form 10-K and later filed quarterly reports on Form 10-Q and Current Reports on Form 8-K, which factors are incorporated herein by reference.  The Company expressly disclaims a duty to provide updates to forward-looking statements, whether as a result of new information, future events or other occurrences.

Item 9.01.   Financial Statements and Exhibits .

(d)

Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  April 26, 2010

RENAISSANCE LEARNING, INC.

By:

/s/ Mary T. Minch                                             

Mary T. Minch

Executive Vice President-Finance, Chief

Financial Officer and Secretary

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