John Wiley & Sons Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$WLY
Books
Consumer Discretionary
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
John Wiley & Sons, Inc. (the “Company”) issued a press release today, March 5, 2025, announcing that the Board of Directors (the “Board”) has elected Dr. Karen N. Madden, to join the Board effective February 28, 2025. The Board has determined that Dr. Madden is “independent” pursuant to the rules of the New York Stock Exchange ("NYSE") and other governing laws and applicable regulations. Further, the Board has appointed Dr. Madden to the Audit Committee of the Board.
As a non-employee director of the Company, Dr. Madden is eligible to participate in the Company’s non-employee director compensation program, pursuant to which she will receive an (i) annual cash retainer of $85,000, and (ii) annual award of restricted Class A Common Stock equal to $130,000, with the amount of shares granted based on the stock price of the Company’s Class A Common Stock at the close of the NYSE on the date of grant. Pursuant to the Company’s 2022 Omnibus Stock and Long-Term Incentive Plan (the “Plan”), such restricted shares granted vest on the earliest of (i) the day before the next Annual Meeting following the grant, (ii) the non-employee director’s death or disability, or (iii) a Change in Control. Dr. Madden is eligible to participate and may defer all or a portion of her annual cash retainer fees and annual stock award. Dr. Madden is also eligible to participate in the Company’s Matching Gift Program.
There were no arrangements or understandings between Dr. Madden and any other persons pursuant to which Dr. Madden was selected as a director. Dr. Madden does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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 | ||||||||||||||
| By | /s/ Christopher F. Caridi | |||||||||||||
| Christopher F. Caridi | ||||||||||||||
Senior Vice President, Global Corporate Controller and Chief Accounting Officer and Interim Chief Financial Officer | ||||||||||||||
| Dated: March 5, 2025 | ||||||||||||||