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

July 21, 2022
(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 No.)
 
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(s)
 
Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share
 
WLY
 
New York Stock Exchange
Class B Common Stock, par value $1.00 per share
 
WLYB
 
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 5.02:  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2022, Mariana Garavaglia notified John Wiley & Sons, Inc. (the “Company”) that she will resign from the Board of Directors of the Company effective as of July 18, 2022. The Company is grateful to Ms. Garavaglia for all of her contributions and service to the Board. Ms. Garavaglia’s decision to leave the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.



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.



 
JOHN WILEY & SONS, INC.
 
(Registrant)





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






 
By 
/s/ Christina Van Tassell
  
   
Christina Van Tassell
  
   
Executive Vice President and
Chief Financial Officer
  
       


 
Dated: July 21, 2022