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8-KThe WireRed Alert

Executive Change

Filed Dec 21, 2021 · 4y ago · Accession 0000107140-21-000051

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 December 21, 2021 (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 No.)   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(s)   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 5.02:  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. John Wiley & Sons, Inc. (the “Company”) issued a press release on December 16, 2021 announcing that the Company’s Board of Directors has elected Inder M. Singh, Chief Financial Officer and Executive Vice President of Arm Ltd., to join the Board of Directors effective December 15, 2021.  As of the date of this report, the Board has not yet appointed Mr. Singh to any Board committees. Mr. Singh will participate in the Company’s non-employee director compensation program. A complete description of the Company's non-employee director compensation program is set forth in the Company's proxy statement for the 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on August 18, 2021 (“Director Compensation") and is incorporated herein by this reference. There were no arrangements or understandings between Mr. Singh and any other persons pursuant to which Mr. Singh was selected as a director.  Mr. Singh does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits Exhibit No. Description 99.1 - Press release dated December 16, 2021, announcing director appointment. 104 - Cover Page Interactive Data File (formatted as Inline XBRL). 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.   JOHN WILEY & SONS, INC.   (Registrant)   By  /s/ Brian A. Napack       Brian A. Napack       President and       Chief Executive Officer     By  /s/ Christina Van Tassell       Christina Van Tassell       Executive Vice President and Chief Financial Officer             Dated: December 21, 2021
Filing details
Ticker
WLYB
CIK
107140
Form type
8-K
Filing date
Dec 21, 2021
Report date
Dec 21, 2021
Document
singh_8k.htm
Size
207 KB