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8-KThe WireRed Alert

Executive Change

Filed Dec 19, 2024 · 1y ago · Accession 0000107140-24-000243

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 16, 2024 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 16, 2024, George D. Bell notified John Wiley & Sons, Inc. (the “Company”) that he will resign from the Board of Directors (the “Board”) effective December 31, 2024. The Company is grateful to Mr. Bell for his contributions and service to the Board over the years. Mr. Bell’s decision to leave the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Unrelated to Mr. Bell's resignation, on December 17, 2024, Beth A. Birnbaum notified the Company that she will resign from the Board effective December 31, 2024. The Company is grateful to Ms. Birnbaum for her many contributions to the Board. Ms. Birnbaum’s decision to leave the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As a result of the resignations of Mr. Bell and Ms. Birnbaum, the Board’s size remains at eleven (11) with two (2) vacancies unless and until modified by a resolution of the Board. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 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/ Matthew S. Kissner Matthew S. Kissner President and Chief Executive Officer By /s/ Christopher F. Caridi Christopher F. Caridi Senior Vice President, Global Corporate Controller and Chief Accounting Officer and Interim Chief Financial Officer Dated: December 19, 2024
Filing details
Ticker
WLYB
CIK
107140
Form type
8-K
Filing date
Dec 19, 2024
Report date
Dec 16, 2024
Document
jwa-20241216.htm
Size
187 KB