Shareholder Vote

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 September 24, 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 other 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     --------------------------------------------- Not Applicable  (Former name or former address, if changed since last report) 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 5.07 – Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders (the “Annual Meeting”) of John Wiley & Sons, Inc. (the “Company”) was held on September 24, 2020. Shareholders voted as follows on the matters presented for a vote. (1)   At the Annual Meeting, the holders of 44,418,671 shares of the Company’s Class A Common Stock were represented in person or by proxy constituting a quorum.  The tabulation below sets forth the voting results for each Class A Director:   FOR WITHHELD Broker Non Votes Beth Birnbaum  41,724,204 678,360 2,016,107   David C. Dobson   41,420,994 981,570 2,016,107   Mariana Garavaglia 41,944,601 457,963 2,016,107       At the Annual Meeting, the holders of 8,698,664 shares of the Company’s Class B Common Stock were represented in person or by proxy constituting a quorum.  The tabulation below sets forth the voting results for each Class B Director:   FOR WITHHELD Broker Non Votes Brian A. Napack 8,453,049 1,237 244,378         Jesse C. Wiley   8,453,084 1,202 244,378 Mari J. Baker 8,353,508 100,778 244,378 George Bell 8,352,473 101,813 244,378 Laurie A. Leshin   8,453,084 1,202 244,378 Raymond W. McDaniel, Jr.    8,453,084 1,202 244,378 William J. Pesce   8,453,049 1,237 244,378 (2)   At the Annual Meeting, the holders of 13,140,531 votes outstanding were represented in person or by proxy constituting a quorum to ratify the appointment by the Board of Directors of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2021; tabulation as follows:     FOR   AGAINST ABSTAIN     13,062,177  71,972 6,382       (3) At the Annual Meeting, the holders of 13,140,531 votes outstanding were represented in person or by proxy constituting a quorum to consider and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; tabulation as follows:   FOR   AGAINST ABSTAIN BROKER NON-VOTES   12,592,478   84,705 17,359 445,989 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 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, Chief Financial Officer, and       Interim Chief Accounting Officer             Dated: September 25, 2020