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    John Wiley & Sons Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    3/26/25 9:44:48 AM ET
    $WLY
    Books
    Consumer Discretionary
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    jwa-20250320
    FALSE000010714000001071402025-03-202025-03-200000107140us-gaap:CommonClassAMember2025-03-202025-03-200000107140us-gaap:CommonClassBMember2025-03-202025-03-20
    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
    March 20, 2025
    (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)
    001-1150713-5593032
    (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.
    ☐
    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 classTrading Symbol(s)Name of each exchange on which registered
    Class A Common Stock, par value $1.00 per shareWLYNew York Stock Exchange
    Class B Common Stock, par value $1.00 per shareWLYBNew 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. o


    Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On March 20, 2025, John Wiley & Sons, Inc. (the "Company") approved changes to the compensation arrangement for Christopher Caridi, the Company's Interim Chief Financial Officer.

    Effective April 1, 2025, Mr. Caridi 's annual base salary for serving as Interim Chief Financial Officer will be increased from $406,653 to $450,000. Additionally, Mr. Caridi will be eligible for an annual performance-based cash bonus under the Wiley Annual Incentive Plan with a target increasing from 50% to 85% of his annual base salary for the duration of his service in this interim role, and full participation at that level for fiscal year 2025.

    These adjustments in compensation will remain in effect from the dates noted above through the period Mr. Caridi is serving as Interim Chief Financial Officer.

    No changes were made to Mr. Caridi's equity compensation or other benefits.

    The foregoing description of the compensation changes does not purport to be complete and is qualified in its entirety by reference to the full text of the applicable agreements, which will be filed as exhibits to the Company's next periodic report.

    Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit No. Description

    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 thereunto duly authorized.
    JOHN WILEY & SONS, INC.
    (Registrant)
    By
    /s/ Matthew S. Kissner
    Matthew S. Kissner
    President and Chief Executive Officer
    Dated: March 26, 2025

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