Executive Change · 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 October 5, 2022 (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   WLY   New York Stock Exchange Class B Common Stock, par value $1.00 per share   WLYB   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(e).  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, John Wiley & Sons, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders on September 29, 2022 (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the shareholders approved the John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan (the “2022 Plan”), which had been previously approved by the Board of Directors of the Company (the “Board”) on August 12, 2022, subject to shareholder approval. Employees, prospective employees, non-employee directors and consultants of the Company, its subsidiaries and affiliates are eligible for awards under the 2022 Plan. The 2022 Plan is intended to replace the 2014 Key Employee Stock Plan (the “Prior Employee Plan”) and the 2018 Director Stock Plan (the “Prior Director Plan”).  A total of 6,236,462 shares of Class A Common Stock (the “Shares”) may be subject to awards granted under the 2022 Plan, subject to increase for forfeitures under the Prior Employee Plan and the Prior Director Plan.  Awards under the 2022 Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights (or SARs), (iii) restricted stock, (iv) restricted stock units (or RSUs), (v) performance awards (including cash) and (vi) other share-based awards. The 2022 Plan contains certain award limitations including (but not limited to) a limit on the aggregate dollar value of shares subject to awards granted under the plan, together with any cash compensation earned and paid or payable, during any calendar year to any one non-employee director. The Board may, from time to time, alter, amend, suspend or terminate the 2022 Plan as it may deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal securities market on which the Company’s Shares are traded.  The Board may not, without shareholder approval, amend the 2022 Plan to increase the number of Shares that may be the subject of awards under the 2022 Plan (except for permitted anti-dilution adjustments under the 2022 Plan), expand the types of awards available under the 2022 Plan, or materially expand the class of persons eligible to participate in the 2022 Plan, in addition to other limitations.  No amendments to, or termination of, the 2022 Plan may materially impair the rights of a participant under any award previously granted without such participant’s consent. The effective date of the 2022 Plan is September 29, 2022. This description of the 2022 Plan is qualified in its entirety by the full and complete terms of the 2022 Plan, a copy of which was filed as Exhibit A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 17, 2022 and is incorporated herein by reference. Item 5.07 – Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on September 29, 2022. Shareholders voted as follows on the matters presented for a vote. Proposal 1: At the Annual Meeting, the holders of 43,837,461 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  40,954,281    706,448    2,176,732 David C. Dobson  38,235,788    3,424,941    2,176,732 Brian O. Hemphill  41,115,982    544,747    2,176,732 Inder M. Singh  41,065,017    595,712    2,176,732 At the Annual Meeting, the holders of 8,719,647 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  8,560,413    786    158,448 Jesse C. Wiley  8,560,413    786    158,448 Mari J. Baker  8,547,806    13,393    158,448 George Bell  8,560,392    807    158,448 Laurie A. Leshin  8,548,816    12,383    158,448 Raymond W. McDaniel, Jr.  8,560,413    786    158,448 William J. Pesce  8,560,413    786    158,448 Proposal 2:   At the Annual Meeting, the holders of 13,103,393 of Class A and Class B shares combined 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, 2023; tabulation as follows: FOR   AGAINST   ABSTAIN 12,956,532   142,526   4,335   Proposal 3 : At the Annual Meeting, the holders of 13,103,393 of Class A and Class B combined shares 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 12,565,891   157,109   4,272   376,121 Proposal 4: At the Annual Meeting, the holders of 13,103,393 of Class A and Class B combined shares were represented in person or by proxy constituting a quorum, to consider and approve the John Wiley & Sons, Inc. 2022 Omnibus Stock Plan and Long-Term Incentive Plan; tabulation as follows: FOR   AGAINST   ABSTAIN   Broker Non-Votes 12,598,363   126,776   2,133   376,121 Item 9.01 Financial Statements and Exhibits. 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document). 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/ Christina Van Tassell       Christina Van Tassell       Executive Vice President and Chief Financial Officer     Dated: October 5, 2022