John Wiley & Sons Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, 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 25, 2025. Of the 44,559,333 shares of the Company's Class A common stock and 8,767,943 shares of the Company’s Class B common stock issued and outstanding as of the close of business on the record date, July 31, 2025, 42,797,658 Class A shares, or 96.04%, and 8,654,012 Class B shares, or 98.7%, 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 are set forth below.
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 2026 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 | |||||||||||||||||
| Katya D. Andresen | 40,919,487 | 121,958 | 1,756,213 | ||||||||||||||
| Brian O. Hemphill | 18,712,170 | 22,329,275 | 1,756,213 | ||||||||||||||
| Karen N. Madden | 40,920,091 | 121,354 | 1,756,213 | ||||||||||||||
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Vote Results for Class B Common Shareholders | |||||||||||||||||
| Mari J. Baker | 8,525,601 | 20,020 | 108,391 | ||||||||||||||
| David C. Dobson | 8,482,818 | 62,803 | 108,391 | ||||||||||||||
| Matthew S. Kissner | 8,545,598 | 23 | 108,391 | ||||||||||||||
| Raymond W. McDaniel, Jr. | 8,525,598 | 20,023 | 108,391 | ||||||||||||||
| William J. Pesce | 8,407,467 | 138,154 | 108,391 | ||||||||||||||
| Inder M. Singh | 8,545,608 | 13 | 108,391 | ||||||||||||||
| Jesse C. Wiley | 8,525,598 | 20,023 | 108,391 | ||||||||||||||
See Item 8.01 below with respect to the application of the Company’s Corporate Governance Principles to the voting related to Mr. Hemphill.
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, 2026. The results of the vote taken were as follows:
| For | Against | Abstain | ||||||||||||
| 12,820,601 | 31,993 | 81,183 | ||||||||||||
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 | |||||||||||||||||
| 12,410,965 | 143,821 | 94,980 | 284,012 | |||||||||||||||||
Item 8.01 Other Events.
As disclosed under this Form 8-K, all directors standing for re-election were re-elected at the Company’s 2025 Annual Meeting of Shareholders by plurality of votes cast. In accordance with the Company's Corporate Governance Principles, Mr. Brian Hemphill, having received a greater number of votes "withheld" than votes "for" his election, tendered his resignation for consideration by the Governance Committee (the "Committee"). Mr. Hemphill did not participate in the Committee or the Board of Directors' deliberations regarding his resignation.
At a meeting of the Board of Directors (the "Board") held immediately following the Annual Meeting, the Board, upon recommendation of the Committee, determined not to accept Mr. Hemphill's resignation. Mr. Hemphill will continue to serve as a director until the 2026 annual meeting of shareholders and until his successor is duly elected and qualified. The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders, considering his extensive executive leadership experience in academia, dedicated service to the Board and to the Governance Committee as its chair, considerable institutional knowledge resulting from his tenure, and the skill set and varied perspectives he brings to the Board.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
(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: October 1, 2025 | ||||||||||||||