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

June 27, 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
 
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(Commission File Number)
(IRS Employer Identification No.)
 
111 River Street, Hoboken New Jersey
07030
 
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(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:
(201) 748-6000
   
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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:  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

John Wiley & Sons, Inc. (the “Company”) issued a press release today, on June 27, 2022, announcing that the John Wiley & Sons, Inc. (the “Company”) Board of Directors (the “Board”) has elected Brian O. Hemphill, Ph.D., President of Old Dominion University, to join the Board effective June 21, 2022. The Board has determined that Mr. Hemphill is “independent” pursuant to the rules of The New York Stock Exchange and other governing laws and applicable regulations. The Board has not yet appointed Mr. Hemphill to any Board committees, however, anticipates his appointment to the Governance and Digital Product & Technology Committees of the Board.

As a non-employee director of the Company, Mr. Hemphill is eligible to participate in the Company’s non-employee director compensation program, pursuant to which he will receive an (i) annual cash retainer of $100,000, and (ii) annual award of restricted Class A Common Stock equal to $120,000, with the amount of shares granted based on the stock price of the Company’s Class A Common Stock at the close of the New York Stock Exchange on the date of grant. Such restricted shares granted vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-employee director’s death or disability, or (iii) a Change in Control (as defined in the 2014 Key Employee Stock Plan). Mr. Hemphill is eligible to participate and may defer all or a portion of his annual cash retainer fees and annual stock award. Mr. Hemphill is also eligible to participate in the Company’s Matching Gift Program.

There were no arrangements or understandings between Mr. Hemphill and any other persons pursuant to which Mr. Hemphill was selected as a director. Mr. Hemphill does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 - Other Events
The Company announced on June 23, 2022, that it has raised its quarterly cash dividend to $0.3475 per share, payable on July 20, 2022, to shareholders of record of Class A and Class B Common Stock as of July 6, 2022. 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 99.2.  The information in this Item 8.01 of this Current Report on Form 8-K and in Exhibit 99.2 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

99.1 Press release dated June 27, 2022, announcing the director appointment.

99.2 Press release dated June 23, 2022, announcing the dividend.

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 hereunto 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: June 27, 2022









Exhibit 99.1
Wiley Appoints Brian O’Harold Hemphill, Ph.D., to Board of Directors

HOBOKEN, N.J.-- Wiley (NYSE: WLY) (NYSE: WLYB), a global leader in research and education, today announced that Brian O’Harold Hemphill, Ph.D., President of Old Dominion University (ODU), has joined the company’s Board of Directors.
Hemphill is a nationally recognized academic administrator, educator, researcher, and author, as well as a passionate business and community leader. With nearly 30 years in higher education, he is a lifelong champion for access and opportunity, as well as innovation and research, with a deep commitment to forward-focused leadership. He leads ODU with a dedication to excellence, a commitment to accountability and transparency, and – most importantly – a drive for diversity, equity, and inclusion.
"Brian is a proven leader and change agent in higher education, and we are thrilled to have him on our board," said Brian Napack, Wiley President and CEO. "His deep passion for making life-changing education more accessible, and for building strong learning communities, will help accelerate Wiley's mission to unlock human potential."
Prior to ODU, Hemphill held leadership roles at several higher ed institutions from the University of Arkansas-Fayetteville to Northern Illinois University, West Virginia State University, and, most recently, Radford University, where he served as President and Professor for five years. While at Radford, the institution experienced historic growth and success in programmatic diversification and expansion, infrastructure improvements, and philanthropic giving. During the first year of his presidency at ODU, new initiatives were implemented to bring national and international prominence to the institution, specifically in the areas of data sciences, health sciences, and maritime.
“I look forward to serving on the board of Wiley,” said Hemphill. “My passion for making learning accessible and providing opportunities to all, especially those who are at a disadvantage, is perfectly aligned with Wiley’s mission and values. My extensive experience as an administrator, professor, researcher, and author positions me well to help drive innovation across Wiley’s business segments and even greater impact.”
Hemphill earned a Ph.D. in Higher Education Administration and Policy Studies from the University of Iowa, a Master of Science degree in Journalism and Mass Communication from Iowa State University of Science and Technology, and a Bachelor of Arts degree in Organizational Communication from Saint Augustine's University. He has published many writings covering topics related to violence and threat preparedness on college campuses; emerging financial concerns affecting the collegiate sphere; STEM (Science, Technology, Engineering, and Mathematics) and economic-related issues pertaining to education; and other scholarly perspectives pertinent to higher education.
Hemphill is married to Dr. Marisela Rosas Hemphill. They are the proud parents of energetic, 9-year-old twins, Catalina and Cruz. He also has two adult children, Jada, a public school teacher in Fort Worth, Texas, and Jordan, a graduate student at the University of Iowa. Hemphill cherishes the time he spends with his family.
Hemphill joins other Directors including Brian Napack; Jesse Wiley, Chairman of the Board; Mari Baker, former CEO, PlayFirst, Inc.; George Bell, Senior Partner, Archer Venture Capital; Beth Birnbaum, former COO, PlayFab; David Dobson, CEO, Epiq Global; Mariana Garavaglia, Chief Business and People Officer, Relativity Space; Laurie Leshin, Director of the Jet Propulsion Laboratory and VP of the California  Institute of Technology; Raymond McDaniel Jr., Non-Executive Chairman of The Moody’s Corporation Board and former President and CEO of The Moody’s Corporation; William Pesce, retired President and CEO of Wiley; and Inder Singh, CFO and EVP of Arm Ltd.
“For 215 years, a strong, values-based, people-centered culture; a laser focus on our customers; innovation; and a noble mission have been the foundation at Wiley,” said Jesse Wiley, Board Chair. “With his wealth of experience in education and research, passion and strong leadership, Brian will be an asset to our Board, Wiley and all our stakeholders. I look forward to working with Brian and learning from his knowledge, perspectives, and insight.”
About Wiley
Wiley is a global leader in research and education, unlocking human potential by powering scientific research and career-connected education. For over 200 years, Wiley has fueled the world’s knowledge ecosystem. Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world. Visit us at Wiley.com, like us on Facebook, and follow us on Twitter and LinkedIn.
Media Contact:
Andrea Sherman
[email protected]
(203) 536-7564
Investor Contact:
Brian Campbell
[email protected]
(201) 748-6874




Exhibit 99.2




Wiley Increases Quarterly Dividend for the 29th Consecutive Year

Hoboken, NJ, June 23, 2022 – Wiley (NYSE: WLY and WLYB), a leader in scientific research and career-connected education, today announced that its Board of Directors has declared a quarterly cash dividend of $0.3475 per share on its Class A and Class B Common Stock, payable on July 20, 2022 to shareholders of record on July 6, 2022.  The quarterly dividend is equivalent to an annual dividend of $1.39 per share, an increase from $1.38 per share in Fiscal 2022.  It is Wiley’s 29th consecutive annual increase.

In Fiscal 2022, Wiley surpassed $2 billion in revenue for the first time and delivered Free Cash Flow of $223 million.  The Company distributed approximately $77 million for dividends and $30 million for share repurchases while ending the year with a Net Debt-to-EBITDA ratio of 1.6.

To access Wiley’s Fourth Quarter and Fiscal Year 2022 results:
https://newsroom.wiley.com/press-releases/press-release-details/2022/Wiley-Reports-Fourth-Quarter-and-Fiscal-Year-2022-Results/default.aspx

To access Wiley’s Fourth Quarter and Fiscal Year 2022 presentation and webcast:
https://events.q4inc.com/attendee/828353638

About Wiley
Wiley (NYSE: WLY and WLYB) is a global leader in research and education, unlocking human potential by enabling discovery, powering education, and shaping workforces.  For over 200 years, Wiley has fueled the world’s knowledge ecosystem.  Today, our high-impact content, platforms, and services help researchers, learners, institutions, and corporations achieve their goals in an ever-changing world.  Visit us at investors.wiley.com.  Like us on Facebook and  Follow us on Twitter and LinkedIn.

Contact:
Brian Campbell
201.748.6874
[email protected]

CATEGORY: EARNINGS RELEASES