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

September 24, 2020
(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 Number
 
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
 
Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share
 
JW.A
 
New York Stock Exchange
Class B Common Stock, par value $1.00 per share
 
JW.B
 
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 5.07 – 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.

(1)  
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:

 
FOR
WITHHELD
Broker Non Votes
Beth Birnbaum 
41,724,204
678,360
2,016,107
 
David C. Dobson
 
41,420,994
981,570
2,016,107
 
Mariana Garavaglia
41,944,601
457,963
2,016,107
 

 
 
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:

 
FOR
WITHHELD
Broker Non Votes
Brian A. Napack
8,453,049
1,237
244,378
       
Jesse C. Wiley
 
8,453,084
1,202
244,378
Mari J. Baker
8,353,508
100,778
244,378
George Bell
8,352,473
101,813
244,378
Laurie A. Leshin
 
8,453,084
1,202
244,378
Raymond W. McDaniel, Jr.   
8,453,084
1,202
244,378
William J. Pesce
 
8,453,049
1,237
244,378



(2)  
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:


 
 
FOR
 
AGAINST
ABSTAIN
 
 
13,062,177 
71,972
6,382
 
 
 


(3)
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:


 
FOR
 
AGAINST
ABSTAIN
BROKER NON-VOTES
 
12,592,478
 
84,705
17,359
445,989




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/ Brian A. Napack
  
   
Brian A. Napack
  
   
President and
  
   
Chief Executive Officer
  






 
By 
/s/ John A. Kritzmacher
  
   
John A. Kritzmacher
  
   
Executive Vice President, Chief Financial Officer, and
  
   
Interim Chief Accounting Officer
  
       


 
Dated: September 25, 2020