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 28, 2023 (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. ☐ 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. o 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 28, 2023. Of the 46,181,453 shares of the Company's Class A common stock and 9,026,066 shares of the Company’s Class B common stock issued and outstanding as of the close of business on the record date, August 1, 2023, 43,553,767 Class A shares, or 94.31%, and 8,764,160 Class B shares, or 97.9%, were represented in person or by proxy at the Annual Meeting. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows: Proposal 1: Election of Directors : The shareholders (with Class A and Class B common shareholders each voting as a separate class) elected all nominees to serve as directors until the 2024 Annual Meeting or upon the election and qualification of their successors. The results of the vote taken were as follows: For Withheld Broker Non-Votes Vote Results for Class A Common Shareholders Beth Birnbaum 24,622,690 16,908,158 2,022,919 Brian O. Hemphill 30,800,931 10,729,917 2,022,919 Inder M. Singh 40,007,785 1,523,063 2,022,919 For Withheld Broker Non-Votes Vote Results for Class B Common Shareholders Mari J. Baker 8,543,476 79,263 141,421 George Bell 8,620,543 2,196 141,421 David C. Dobson 8,620,543 2,196 141,421 Raymond W. McDaniel, Jr. 8,619,581 3,158 141,421 Brian A. Napack 8,620,555 2,184 141,421 William J. Pesce 8,620,555 2,184 141,421 Jesse C. Wiley 8,620,555 2,184 141,421 Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm The shareholders (with Class A and Class B common shareholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending April 30, 2024. The results of the vote taken were as follows: For Against Abstain 13,073,657 26,931 18,949 Proposal 3: Non-Binding Advisory Vote on Whether an Advisory Vote on Compensation of Named Executive Officers Should be Held Every One, Two, or Three Years The shareholders (with Class A and Class B common shareholders voting together) approved the advisory resolution on the frequency of future advisory votes to approve executive compensation. The results of the vote taken were as follows: Every One (1) Year Every Two (2) Years Every Three (3) Years Abstain Broker Non Votes 12,568,386 877 189,929 16,632 343,713 Consistent with the Board’s recommendation and the vote of shareholders, the Company will continue to hold future say-on-pay votes on an annual basis until the next required vote on the frequency of say-on-pay votes is presented to shareholders, which the Company expects will be at its 2029 Annual Meeting. Proposal 4: Non-Binding Advisory Vote on the Compensation of Named Executive Officers The shareholders (with Class A and Class B common shareholders voting together) approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows: For Against Abstain Broker Non-Votes 12,554,051 204,314 17,459 343,713 Item 9.01 Financial Statements and Exhibits. Exhibit No. Description Exhibit 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 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 3, 2023