Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders for John Wiley & Sons, Inc. held on September 25, 2025. The filing details the results of shareholder votes and a specific governance event regarding the re-election of a director.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and shareholder voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Voting Results
Shareholders voted on three proposals. The meeting had high attendance, with 96.04% of Class A shares and 98.7% of Class B shares represented.
- Proposal 1 (Election of Directors): All nominees were elected. However, Class A shareholder voting for Brian O. Hemphill resulted in more votes "withheld" (22,329,275) than "for" (18,712,170).
- Proposal 2 (Ratification of Auditors): Shareholders ratified the appointment of PricewaterhouseCoopers LLP for the fiscal year ending April 30, 2026. The vote was 12,820,601 "For" versus 31,993 "Against".
- Proposal 3 (Say-on-Pay): The non-binding advisory vote on executive compensation was approved with 12,410,965 "For" votes versus 143,821 "Against".
Management Commentary, Risks, and Unusual Items
Director Resignation and Re-election: Following the vote where Brian O. Hemphill received more "withheld" votes than "for" votes, he tendered his resignation in accordance with the Company's Corporate Governance Principles. The Board, upon recommendation of the Governance Committee, determined not to accept the resignation. Mr. Hemphill will continue to serve as a director until the 2026 Annual Meeting.
Board Rationale: The Board concluded the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance. The Board cited his extensive executive leadership experience in academia, dedicated service as Chair of the Governance Committee, institutional knowledge, and varied perspectives as reasons his continued service is in the best interests of the Company.
Investor Verification Checklist
- Verify the specific proxy advisory firm recommendations that influenced the "withheld" votes for Brian O. Hemphill.
- Review the Company's Corporate Governance Principles regarding the threshold for director resignation and the Board's authority to reject such resignations.
- Confirm the tenure and specific roles of Brian O. Hemphill on the Board and Governance Committee to assess the Board's stated rationale for retaining him.
- Monitor future filings for any changes in Board composition or governance policies resulting from this event.