John Wiley & Sons, Inc 8-K, filed Sep 25, 2020
John Wiley & Sons, Inc. (WLY)
8-K
2020-09-25
For: 2020-09-24
View Original
Added on
April 10, 2026
About this 8-K
John Wiley & Sons, Inc filed this 8-K on September 25, 2020, reporting on events of September 24, 2020.
Items reported
- Item 5.07: Shareholder vote results
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 other jurisdiction of incorporation)
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Commission File Number
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IRS Employer Identification Number
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Address of principal executive offices
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Zip Code
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Registrant’s telephone number, including area code:
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(
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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):
(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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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 5.07 – 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 24, 2020. Shareholders voted
as follows on the matters presented for a vote.
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(1)
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At the Annual Meeting, the holders of 44,418,671 shares of the Company’s Class A Common Stock were represented in person or by proxy constituting a
quorum. The tabulation below sets forth the voting results for each Class A Director:
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FOR
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WITHHELD
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Broker Non Votes
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Beth Birnbaum
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41,724,204
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678,360
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2,016,107
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David C. Dobson
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41,420,994
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981,570
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2,016,107
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Mariana Garavaglia
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41,944,601
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457,963
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2,016,107
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At the Annual Meeting, the holders of 8,698,664 shares of the Company’s Class B Common Stock were represented in person or by proxy constituting a
quorum. The tabulation below sets forth the voting results for each Class B Director:
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FOR
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WITHHELD
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Broker Non Votes
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Brian A. Napack
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8,453,049
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1,237
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244,378
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Jesse C. Wiley
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8,453,084
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1,202
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244,378
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Mari J. Baker
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8,353,508
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100,778
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244,378
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George Bell
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8,352,473
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101,813
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244,378
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Laurie A. Leshin
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8,453,084
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1,202
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244,378
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Raymond W. McDaniel, Jr.
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8,453,084
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1,202
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244,378
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William J. Pesce
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8,453,049
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1,237
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244,378
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(2)
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At the Annual Meeting, the holders of 13,140,531 votes outstanding were represented in person or by proxy constituting a quorum to ratify the
appointment by the Board of Directors of KPMG LLP as independent public accountants for the Company for the fiscal year ending April 30, 2021; tabulation as follows:
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FOR
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AGAINST
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ABSTAIN
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13,062,177
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71,972
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6,382
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(3)
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At the Annual Meeting, the holders of 13,140,531 votes outstanding were represented in person or by proxy constituting a quorum to consider and
approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; tabulation as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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12,592,478
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84,705
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17,359
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445,989
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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.
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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, Chief Financial Officer, and
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Interim Chief Accounting Officer
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Dated: September 25, 2020
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