John Wiley & Sons Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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
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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 Thursday, September 26, 2024. Of the 45,301,888 shares of the Company's Class A common stock and 8,976,656 shares of the Company’s Class B common stock issued and outstanding as of the close of business on the record date, July 31, 2024, 41,580,445 Class A shares, or 91.78%, and 8,759,145 Class B shares, or 97.57%, were represented in person or by proxy at the Annual Meeting.
The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
Proposal 1: Election of Directors:
The shareholders (with Class A and Class B common shareholders each voting as a separate class) elected all nominees to serve as directors until the 2025 Annual Meeting or upon the election and qualification of their successors. The results of the vote taken were as follows:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Vote Results for Class A Common Shareholders | |||||||||||||||||
| Beth A. Birnbaum | 24,603,440 | 15,035,759 | 1,941,246 | ||||||||||||||
| Brian O. Hemphill | 28,934,003 | 10,705,196 | 1,941,246 | ||||||||||||||
| Inder M. Singh | 37,308,364 | 2,330,835 | 1,941,246 | ||||||||||||||
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Vote Results for Class B Common Shareholders | |||||||||||||||||
| Mari J. Baker | 8,567,013 | 76,153 | 115,979 | ||||||||||||||
| George D. Bell, Jr. | 8,622,130 | 21,036 | 115,979 | ||||||||||||||
| David C. Dobson | 8,642,130 | 1,036 | 115,979 | ||||||||||||||
| Matthew S. Kissner | 8,642,140 | 1,026 | 115,979 | ||||||||||||||
| Raymond W. McDaniel, Jr. | 8,621,218 | 21,948 | 115,979 | ||||||||||||||
| William J. Pesce | 8,642,130 | 1,036 | 115,979 | ||||||||||||||
| Jesse C. Wiley | 8,642,130 | 1,036 | 115,979 | ||||||||||||||
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The shareholders (with Class A and Class B common shareholders voting together) ratified the selection, by the Audit Committee of the Board of Directors, of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending April 30, 2025. The results of the vote taken were as follows:
| For | Against | Abstain | ||||||||||||
| 12,889,841 | 6,539 | 20,809 | ||||||||||||
Proposal 3: Non-Binding Advisory Vote on the Compensation of Named Executive Officers
The shareholders (with Class A and Class B common shareholders voting together) approved the advisory resolution on the compensation of the Company’s named executive officers. The results of the vote taken were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 12,509,792 | 75,127 | 22,167 | 310,104 | |||||||||||||||||
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/ Christopher F. Caridi | |||||||||||||
| Christopher F. Caridi | ||||||||||||||
| Senior Vice President, Corporate Controller and Chief Accounting Officer and Interim Chief Financial Officer | ||||||||||||||
| Dated: September 27, 2024 | ||||||||||||||