Business Context and Reporting Period
Company: JOHN WILEY & SONS, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: February 28, 2025 (Event Date)
Press Release Date: March 5, 2025
Context: The filing reports the election of a new director to the Board of Directors and details associated compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and director compensation.
Material Changes
- Board Composition: Dr. Karen N. Madden was elected to the Board of Directors effective February 28, 2025.
- Committee Assignment: Dr. Madden was appointed to the Audit Committee.
- Independence: The Board determined Dr. Madden is "independent" under NYSE rules.
Guidance, Outlook, and Management Commentary
Compensatory Arrangements: As a non-employee director, Dr. Madden will receive:
- Annual Cash Retainer: $85,000.
- Annual Stock Award: Restricted Class A Common Stock valued at $130,000 (share count based on closing NYSE price on grant date).
- The day before the next Annual Meeting following the grant.
- The director's death or disability.
- A Change in Control.
Investor Verification Checklist
- Verify Dr. Karen N. Madden's professional background and independence status via the attached press release (Exhibit 99.1).
- Confirm the impact of the new director on the Audit Committee's composition and oversight capabilities.
- Review the Company's 2022 Omnibus Stock and Long-Term Incentive Plan for details on vesting conditions and deferral options.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.