8-K
John Wiley & Sons, Inc. (WLY)
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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 30, 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 5.07 – 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 30, 2021. Shareholders voted as follows on the matters presented for a vote.
| (1) | At the Annual Meeting, the holders of 44,934,857 shares of the Company’s Class A Common Stock were represented in person or by proxy constituting a<br> quorum. The tabulation below sets forth the voting results for each Class A Director: | ||
|---|---|---|---|
| FOR | WITHHELD | Broker Non Votes | |
| --- | --- | --- | --- |
| Beth Birnbaum | 42,473,595 | 695,600 | 1,765,662 |
| David C. Dobson | 41,738,752 | 1,430,443 | 1,765,662 |
| Mariana Garavaglia | 42,472,662 | 696,533 | 1,765,662 |
| At the Annual Meeting, the holders of 8,748,241 shares of the Company’s Class B Common Stock were represented in person or by proxy constituting a<br> quorum. The tabulation below sets forth the voting results for each Class B Director: | |||
| --- | |||
| FOR | WITHHELD | Broker Non Votes | |
| --- | --- | --- | --- |
| Brian A. Napack | 8,507,122 | 395 | 240,724 |
| Jesse C. Wiley | 8,507,200 | 317 | 240,724 |
| Mari J. Baker | 8,347,640 | 159,877 | 240,724 |
| George Bell | 8,507,122 | 395 | 240,724 |
| Laurie A. Leshin | 8,348,640 | 158,877 | 240,724 |
| Raymond W. McDaniel, Jr. | 8,507,200 | 317 | 240,724 |
| William J. Pesce | 8,507,122 | 395 | 240,724 |
| (2) | At the Annual Meeting, the holders of 13,241,727 votes outstanding were represented in person or by proxy constituting a quorum to ratify the<br> appointment by the Board of Directors of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2022; tabulation as follows: | ||
|---|---|---|---|
| FOR | AGAINST | ABSTAIN | |
| --- | --- | --- | |
| 13,163,856 | 73,932 | 3,939 | |
| (3) | At the Annual Meeting, the holders of 13,241,727 votes outstanding were represented in person or by proxy constituting a quorum to consider and<br> 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 |
| --- | --- | --- | --- |
| 12,733,244 | 86,967 | 4,226 | 417,290 |
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/ John A. Kritzmacher |
| --- | --- |
| John A. Kritzmacher | |
| Executive Vice President and<br><br> <br>Chief Financial Officer | |
| Dated: October 1, 2021 | |
| --- |