John Wiley & Sons, Inc 8-K, filed Jun 25, 2020
John Wiley & Sons, Inc. (WLY)
8-K
2020-06-25
For: 2020-06-24
View Original
Added on
April 10, 2026
About this 8-K
John Wiley & Sons, Inc filed this 8-K on June 25, 2020, reporting on events of June 24, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
(Date of Report)
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or jurisdiction of incorporation)
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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):
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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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.
(c)
On June 24, 2020, the Board of Directors of John Wiley & Sons, Inc. (the “Company”) appointed John A. Kritzmacher, the Company’s Executive Vice
President and Chief Financial Officer, to serve additionally as the Company’s interim Chief Accounting Officer, effective immediately, following the resignation of Christopher F. Caridi, the Company’s prior Chief Accounting Officer. During such time
as Mr. Kritzmacher serves as the interim Chief Accounting Officer, and continuing after his replacement as Chief Accounting Officer is appointed, Mr. Kritzmacher will
continue to serve in his capacity as the Company’s Executive Vice President and Chief Financial Officer.
Mr. Kritzmacher, age 59, originally joined the Company in 2013 as the Company’s Chief Financial Officer. Prior to that, Mr. Kritzmacher was the CFO of Lucent Technologies, Inc. and Global Crossing, Ltd.
There were no arrangements or understandings between Mr. Kritzmacher and any other persons pursuant to which Mr. Kritzmacher received his appointment. Mr.
Kritzmacher will not receive any adjustment to his salary or any additional compensation in connection with his appointment as the Company’s interim Chief Accounting Officer.
Item 8.01: Other Events
The Company announced on June 25, 2020 that it has raised its quarterly cash dividend to $0.3425 per share, payable on July 22, 2020 for shareholders of
record of Class A and Class B Common Stock as of July 7, 2020. A copy of the press release is being furnished to the Securities and Exchange Commission pursuant to Item 8.01 of Form 8-K and is attached hereto as Exhibit 99.1. The information in this
Item 8.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference.
Item 9.01: Financial Statements and Exhibits
Exhibit No. Description
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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JOHN WILEY & SONS, INC.
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Registrant
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By
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/s/ Brian A. Napack
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Brian A. Napack
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President and
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Chief Executive Officer
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By
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/s/ John A. Kritzmacher
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John A. Kritzmacher
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Executive Vice President,
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Chief Financial Officer, and
Interim Chief Accounting Officer
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Dated: June 25, 2020
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Wiley Increases Quarterly Dividend for 27th Consecutive Year
Hoboken, NJ, June 25, 2020 – John Wiley and Sons (NYSE: JW-A and JW-B), a global research and education company, today announced that its Board of Directors has declared a quarterly cash dividend of
$0.3425 per share on its Class A and Class B Common Stock, payable on July 22, 2020 to shareholders of record on July 7, 2020. The quarterly
dividend is equivalent to an annual dividend of $1.37 per share, an increase from the $1.36 per share payout in fiscal 2020.
In fiscal year 2020, Wiley generated $170 million in free cash flow, distributing $77 million for dividends and $47 million for share repurchases. The Company
ended the year with a net debt-to-ebitda ratio of 1.6.
To access Wiley’s fourth quarter and fiscal year 2020 results, please see: https://newsroom.wiley.com/press-release/all-corporate-news/wiley-reports-fourth-quarter-and-fiscal-year-2020-results
About Wiley
Wiley drives the world forward with research and education. Through publishing, platforms and services, we help researchers, professionals, students,
universities, and corporations to achieve their goals in an ever-changing world. And for more than 200 years, we have delivered consistent performance to all our stakeholders. The Company's website can be accessed at www.wiley.com.