8-K

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 21, 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)

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:

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 on December 16, 2021 announcing that the Company’s Board of Directors has elected Inder M. Singh, Chief Financial Officer and Executive Vice President of Arm Ltd., to join the Board of Directors effective December 15, 2021.  As of the date of this report, the Board has not yet appointed Mr. Singh to any Board committees.

Mr. Singh will participate in the Company’s non-employee director compensation program. A complete description of the Company's non-employee director compensation program is set forth in the Company's proxy statement for the 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on August 18, 2021 (“Director Compensation") and is incorporated herein by this reference.

There were no arrangements or understandings between Mr. Singh and any other persons pursuant to which Mr. Singh was selected as a director.  Mr. Singh 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 9.01 - Financial Statements and Exhibits

Exhibit No. Description

99.1 - Press release dated December 16, 2021, announcing director appointment.

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.

Wiley Appoints Inder M. Singh to Board of Directors

HOBOKEN, N.J. December 16, 2021 –Wiley (NYSE:JWA)(NYSE:JWB), a global leader in research and education, today announced that Inder M. Singh, Chief Financial Officer and Executive Vice President of Arm Ltd., has joined the company’s Board of Directors.

Singh is highly experienced at executing strategies to accelerate growth, create shareholder value and leverage technology to disrupt traditional models. Since he joined Arm in 2019, his mandate has included rapidly helping develop and execute a winning financial strategy, creating a strong global team across finance, expanding the company’s capabilities with an extensive new Digital Finance Transformation, and leading a major public-company readiness program.  Singh also oversees the Company’s IT operations, procurement and cyber-security teams.

“Inder brings a unique blend of financial acumen and technology expertise to Wiley’s Board,” said Brian Napack, Wiley President and CEO. “His passion and his track record of executing winning strategies will help Wiley continue to accelerate its strategic focus as we endeavor to enable scientific discovery, power career-connected education and shape workforces.”

Prior to Arm, Singh served as Chief Marketing Officer and subsequently as Chief Financial Officer at Unisys, where he helped lead the company through both a major financial transformation and a major rebranding while sharpening the company’s focus on security solutions. Previously, Singh was a senior executive at Fortune 50 companies Cisco Systems, Comcast and AT&T, where he led key corporate functions including finance, SEC reporting, M&A, strategy, digital transformations and internal innovation. In addition, he has extensive Wall Street equity capital markets experience with Prudential Securities, Lehman Brothers and SunTrust and serves on the Board of financial services company Affinity FCU.

“I’m excited to serve Wiley and help it fulfill its mission of unlocking human potential,” said Singh. “I believe my extensive experience across finance, technology, and marketing strategy will allow me to offer a unique and valuable perspective to the Board of Directors as Wiley continues to innovate in research and education.”

Singh speaks multiple languages and grew up on four continents before completing his high school in the US.  He earned MS and BS degrees in engineering from Columbia University and an MBA in finance from New York University. He recently earned a certificate in Artificial Intelligence at Oxford University’s Said School of Business and has participated in entrepreneur mentoring to new start-ups. He has also served for over 15 years as an advisor on national security and other critical infrastructure matters in the US.

Singh will join other Directors including: Brian Napack; Jesse Wiley, Chairman of the Board; Mari Baker, former CEO of PlayFirst; George Bell, Senior Partner, Archer Venture Capital; Mariana Garavaglia, CPO of Peloton; Beth Birnbaum, former COO of PlayFab; David Dobson, CEO of Epiq; Laurie Leshin, President of Worcester Polytechnic Institute; Raymond McDaniel Jr., CEO of Moody’s Corporation; and William Pesce, former President and CEO of Wiley.

“For more than 200 years, Wiley has been an innovator, adapting to customers’ needs, forging success through the hard work of great people, determination, and ideation, all backed by a strong values-based culture,” said Jesse Wiley. “Inder’s diverse background and experience will provide unique perspectives that, with the rest of our Board’s, will help guide our transformation and journey focused on unlocking human potential through knowledge, learning and talent. I’m eager to hear his ideas as we work to drive even more impact with customers and in the market.”

About Wiley

Wiley 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 Wiley.com, like us on Facebook, and follow us on Twitter and LinkedIn.