Company Update

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 March 18, 2020 (Date of Report) (Date of earliest event reported) JOHN WILEY & SONS, INC. (Exact name of registrant as specified in its charter) New York (State or jurisdiction of incorporation)   001-11507 13-5593032   ---------------------------------------------------- ---------------------------------------------   Commission File Number IRS Employer Identification Number   111 River Street , Hoboken New Jersey 07030   ---------------------------------------------------- ---------------------------------------------   Address of principal executive offices Zip Code   Registrant’s telephone number, including area code: ( 201 ) 748-6000     --------------------------------------------- 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 (see General Instruction A.2. below):   ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol   Name of each exchange on which registered Class A Common Stock, par value $1.00 per share   JW.A   New York Stock Exchange Class B Common Stock, par value $1.00 per share   JW.B   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01.   — Other Events.   On March 18, 2020, the Board of Directors (the “Board”) of John Wiley & Sons, Inc. (the “Company”), declared a quarterly cash dividend of $0.34 per share on its Class A and Class B Common Stock, payable on April 15, 2020 to shareholders of record on March 31, 2020.  The Board also approved a new $200 million share repurchase authorization, above its prior authorization. As of January 31, 2020, the Company had approximately 1.1 million shares remaining under the prior authorization. On March 20, 2020, the Company issued a press release announcing the dividend declaration and the new share repurchase authorization. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.   The information in this report, including the exhibits hereto, (x) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and (y) shall not be incorporated by reference into any filing of the Company with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filings (unless the Company specifically states that the information or exhibits in this particular report are incorporated by reference). The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.   ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS   Exhibit No. Description   99.1 Press release dated March 20, 2020 titled “Wiley Announces Quarterly Dividend” (furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and not deemed incorporated by reference in any filing under the Securities Act of 1934, as amended). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   JOHN WILEY & SONS, INC.   Registrant   By  /s/Brian A. Napack       Brian A. Napack       President and       Chief Executive Officer     By  /s/John A. Kritzmacher       John A. Kritzmacher       Executive Vice President and       Chief Financial Officer     Dated: March 20, 2020