John Wiley & Sons Files 8-K: Shareholder Vote, Other Events

TL;DR

Wiley filed an 8-K for shareholder votes and other business updates.

AI Summary

On September 25, 2025, JOHN WILEY & SONS, INC. filed an 8-K report detailing a submission of matters to a vote of security holders, other events, and financial statements and exhibits. The filing does not contain specific financial figures or details about the matters voted upon.

Why It Matters

This 8-K filing indicates that John Wiley & Sons, Inc. is engaging in corporate actions requiring shareholder approval and is providing updates on other business matters and financial information.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not contain information that immediately suggests significant financial risk or opportunity.

Key Players & Entities

• JOHN WILEY & SONS, INC. (company) — Registrant
• New York (location) — State of incorporation
• Hoboken (location) — Principal executive offices city
• NJ (location) — Principal executive offices state
• 07030 (location) — Principal executive offices zip code

FAQ

Key Financial Figures

• $1.00 — stered Class A Common Stock, par value $1.00 per share WLY New York Stock Exchange

Filing Documents

• jwa-20250925.htm (8-K) — 50KB
• 0000107140-25-000175.txt ( ) — 202KB
• jwa-20250925.xsd (EX-101.SCH) — 2KB
• jwa-20250925_def.xml (EX-101.DEF) — 15KB
• jwa-20250925_lab.xml (EX-101.LAB) — 27KB
• jwa-20250925_pre.xml (EX-101.PRE) — 16KB
• jwa-20250925_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

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

01 Other Events

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.

01 Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR